SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
Registration Statement
Under the Securities Act of 1933
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SC&T INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Arizona 86-0737579
(State or other jurisdiction (IRS Employer
of incorporation or Identification Number)
organization)
7625 E. Redfield Rd., Suite 200 A. Frederick Schaffer, Jr.
Scottsdale, Arizona 85260 2700 N. Central Ave., Suite 1500
(602) 368-9490 Phoenix, Arizona 85004
(Address, including zip code, and (602) 230-2880
telephone number, including (Name, address, including zip code,
area code, of registrant's and telephone number, including
principal executive offices) area code, of agent for service)
1999 STOCK OPTION PLAN
(Full Title of the Plans)
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COPY TO:
A. Frederick Schaffer, Jr.
A. F. Schaffer, P.C.
2700 North Central Avenue
Phoenix, Arizona 85004
Phone (602) 230-2880
Fax (602) 277-2806
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF OFFERING AGGREGATE AMOUNT OF
SECURITES TO BE AMOUNT BEING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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Common Stock, par value
$.01 per share........... 200,000 $2.1875 $437,500 $129.06
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
number of shares of the issuer's Common Stock registered hereunder will be
adjusted in the event of stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h), on the basis of the high and low
prices of the Common Stock as reported by the OTC Electronic Bulletin Board on
June 10, 1999.
PART ONE
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1(B). AVAILABLE INFORMATION
SC&T International, Inc. (the "Company" or the "Registrant") is subject to
the informational requirements of the Securities Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information filed by the
Company with the Commission can be inspected and copied at the public reference
facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street NW,
Room 1024, Washington, D.C., 20549 and at its regional offices at Citicorp
Center, 300 West Madison Street, Chicago, Illinois, 60661, and Seven World Trade
Center, New York, New York, 10048. Copies of which material can be obtained at
prescribed rates from the Public Reference Section of the Commission, Room 1024,
450 Fifth Street NW, Washington, D.C., 20549. In addition, certain of such
materials are also available through the Commissions Electronic Date Gathering
and Retrieval System ("EDGAR").
ITEM1(B). SECURITIES TO BE OFFERED.
The Company hereby registers 200,000 shares of the Company's Common Stock,
par value $.01 per share (the "Common Stock"), in connection with the Company's
1999 Stock Option Plan (the "Plan"). The Plan was approved by the Company's
Board of Directors on June 1, 1999. A copy of the Plan is attached as an Exhibit
hereto.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by SC&T International, Inc., ("Company" or
"Registrant") with the Securities and Exchange Commission are incorporated in
this Form S-8 by reference:
1. The Company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or,
either (i) the Company's latest prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended ("Securities Act") that contains audited
financial statements for the Company's latest fiscal year for which such
statements have been filed, or (ii) the Company's effective Registration
Statement on Form 10 or Form 10-SB filed under the Exchange Act containing
audited financial statements for the Company's latest fiscal year;
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (1) above; and
3. The description of the Company common stock that is contained in a
registration statement or amendment to any registration statement filed under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating the description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to the Registration Statement that indicate that all
shares of common stock offered have been sold or that deregister all of the
shares then remaining unsold, shall be deemed to be incorporated by reference in
the Registration Statement and to be a part of it from the date of filing of the
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 10-850 ET. SEQ. of the Arizona Revised Statutes requires the
Company to indemnify any director or officer who was or is threatened to be made
a party to any threatened, pending, or completed action, suit, or proceeding by
reason of the fact that he or she is or was a director, officer, employee, or
agent of the Company. The Company may advance expenses in connection with
defending any such proceeding, provided the indemnitee undertakes to pay any
amounts if it is later determined that the person was not entitled to be
indemnified by the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Identification of Exhibit
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4.1(1) -- Common Stock Specimen
5.1(1) -- Opinion Regarding Legality
10.1(1) -- 1999 Stock Option Plan
23.1(1) -- Consent of Counsel (included in Exhibit 5.1)
23.2(2) -- Consent of Evers & Company, Ltd., independent public accountants
(1) Filed with this Form S-8.
(2) To be filed by Amendment
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
i. To include any prospectus required by Section 10(a)(3) of the
Securities Act;
ii. To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
iii. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Scottsdale, State of Arizona, on the 11th day of
June, 1999.
SC&T INTERNATIONAL, INC.
By: /s/ James L. Copland
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JAMES L. COPLAND
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ James L. Copland Chairman of the Board, June 11, 1999
- ------------------------ Chief Executive Officer,
JAMES L. COPLAND President, Treasurer, and Director
/s/ Catherine Copland Director and Assistant Secretary June 11, 1999
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CATHERINE COPLAND
/s/ Gregory Struthers Director, Executive Vice President June 11, 1999
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GREGORY STRUTHERS
/s/ Stephen Deckrow Director June 11, 1999
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STEPHEN DECKROW