As filed with the Securities and Exchange Commission on October 13, 1998
REGISTRATION NOS.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ALCHEMY HOLDINGS, INC. (FORMERLY HAWK MARINE POWER, INC.)
(Exact name of registrant as specified in its charter)
FLORIDA 59-1886450
(State or other jurisdiction of (IRS Employer
incorporation or organization) identification nos.)
3025 N.E. 188TH STREET, AVENTURA, FLORIDA 33180
(address of principal executive offices)
ALCHEMY EMPLOYEE STOCK PAYMENT PLAN AND PROFESSIONAL LEGAL SERVICES
(Full title of plan)
ADAM C. SCHILD, 3025 N.E., 188TH STREET, AVENTURA, FL 33180,
305 932-9230
(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
- -------------------- ------------ -------------- -------------- ----------------
Common Stock 265,000 $2.00 $530,000 $156.35
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 de-registers 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 Annual Report on Form 10-KSB for the period
ending September 30, 1997, filed pursuant to Section 13(a) of
the Exchange Act, containing audited financial statements for
that period;
(b) All other reports filed by the Registrant pursuant to Action
13 (a) or 15 (d) of the Exchange Act since September 30, 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
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS IN SECURITIES
The validity of the authorization and issuance of the Common Stock
issuable to Alchemy Holdings, Inc. Employee Stock Payment Plan; and
Beckman, Millman & Sanders, LLP;
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
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 FROM REGISTRATION CLAIMED
The shares of Common Stock being registered pursuant to this
Registration Statement were issued for professional legal services
rendered and the Alchemy Holdings, Inc. Employee Stock Payment Plan.
The issuance of such shares were exempt from the registration
requirements of the Securities Act of 1933, as 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)
1. By-laws of the Registrant (1)
5 Opinion of The Law Office of Beckman Millman & Sanders, LLP.
10 Alchemy Employee Stock Payment Plan
24.1 Consent of The Law Office of Beckman, Millman & Sanders, LLP (included
in Exhibit 5)
24.2 Consent of Jere J. Lane certified public accountant.
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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.
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.
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 Aventura, State of Florida
this 13th day of October, 1998.
ALCHEMY HOLDINGS, INC.
By: /s/ CRAIG N. BARRIE
--------------------------------------
Craig N. 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/ CRAIG N. BARRIE Date: October 13, 1998
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Craig N. Barrie, Director
/s/ BERTON LOROW Date: October 13, 1998
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Berton Lorow, Director
/s/ ADAM C. SCHILD Date: October 13, 1998
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Adam C. Schild, Director
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
5 Opinion of The Law Office of Beckman Millman & Sanders, LLP.
10 Alchemy Employee Stock Payment Plan
24.2 Consent of Jere J. Lane certified public accountant.