AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1997
REGISTRATION NOS.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ALCHEMY HOLDINGS, INC.
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(formerly Hawk Marine Power, Inc.)
(Exact name of registrant as specified in its charter)
FLORIDA 59-1886450
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(State or other jurisdiction of (IRS Employer
incorporation or organization) identification nos.)
3025 N.E., 188 STREET, MIAMI, FLORIDA 33180
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(address of principal executive offices)
CONSULTING AGREEMENT BETWEEN HAWK MARINE POWER, INC.
AND ALCOTT SIMPSON & CO., INC.
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(Full title of plan)
Craig Barrie, 3025 N.E. 188 Street, Miami, FL 33180,
305 932-9230
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(Name, address and telephone nos. of agent for service)
Calculation of Registration Fee
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
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Common Stock 200,000 $.75 $150,000 $100
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT.
ITEM. 3 INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant is subject to the information requirements of the
Securities Exchange Act of 1934 ("Exchange Act") and, in accordance therewith,
files reports with the Securities and Exchange Commission ("Commission"). The
Registrant hereby states that (i) the documents listed below are incorporated by
reference in this Registration Statement and (ii) all documents subsequently
filed by the Registrant pursuant to Sections 13 (a), 13 (c) and 15(d) of the
Securities Exchange Act of 1934 as amended, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement on Form S-8, and
shall be a part hereof from the date of filing of such documents.
(a) The Registrant's registration statement on Form S-18.
(b) All other reports filed by the Registrant pursuant to Action 13 (a) or
15 (d) of the Exchange Act since April 15, 1997.
(c) The description of the Common Stock which is contained in registration
statements filed under the Securities Act of 1933, as amended
("Act"), including any amendment or report filed for the purpose
of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS IN SECURITIES
The validity of the authorization and issuance of the Common Stock
issuable to Alcott Simpson & Co., Inc. will be passed upon by The Law Office of
Steven A. Sanders, P.C.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's By-laws contain the broadest form of indemnification
for its officers and directors and former officers and directors permitted under
Florida law. Insofar as indemnification for liabilities arising under the
Securities Act may permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing
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provisions, the Registrant has been informed that in the opinion of the
Commission,such indemnification is against public policy as expressed in the Act
and is therefore unenforceable.
ITEM 7. EXEMPTION FORM REGISTRATION CLAIMED
The shares of Common Stock being registered pursuant to this
Registration Statement were issued for advisory services rendered. The issuance
of such shares were exempt from the registration requirements of the Securities
Act of 1933, amended, pursuant to Section 4 (2) thereunder, as a transaction by
an issuer not involving a public offering.
ITEM 8. EXHIBITS
4.1 Certificate of Incorporation of the Registrant, as amended (1)
4.2 By-laws of the Registrant (1)
4.3 Consulting Agreement between the Registrant and Alcott Simpson & Co., Inc.
4.4 License Agreement between Offshore Racing Team, Inc. and the Registrant.
5 Opinion of The Law Office of Steven A. Sanders, P.C.
23.1 Consent of The Law Office of Steven A. Sanders, P.C. (included in
Exhibit 5)
23.2 Consent of Jere J. Lane certified public accountant.
(1) Previously filed with the Commission as an exhibit to the Registrant's
Registration Statement on Form S-18 as amended, File no. 33-30906-A
which was declared effective by the Commission on or about November 3,
1989.
ITEM 9. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes to file during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement 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.
2. The Undersigned Registrant hereby undertakes 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. The undersigned Registrant hereby undertakes to remove from registration by
means a of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
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4. The undersigned Registrant hereby undertakes that for purposes of the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 15 (d) of the Exchange Act that is incorporated by reference in the
registration statement related to the securities offered therein, and the
offering of such securities at such time shall be deemed to be the initial
bona fide offering thereof.
5. 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 foregoing provisions, or otherwise, the
Registrant has been advised in the opinion of the 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 that the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction he question whether such indemnification bay its is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Miami, State of Florida this 3rd day of
September, 1997.
ALCHEMY HOLDINGS, INC.
by: /s/
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Craig Barrie, President
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following person in the capacities and of
the dates indicated.
/s/ Date: September 24, 1997
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Craig Barrie, Director
/s/ Date: September 24, 1997
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Benton Lerow, Director
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EXHIBIT INDEX
EXHIBIT
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4.3 Consulting Agreement between the Registrant and Alcott Simpson & Co., Inc.
4.4 License Agreement between Offshore Racing Team, Inc. and the Registrant.
5 Opinion and Consent of The Law Office of Steven A. Sanders, P.C.
23.2 Consent of Jere J. Lane certified public accountant.