CONFIDENTIAL
As Filed with the Securities and
Exchange Commission on November 1, 1996
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ADVANCED FINANCIAL, INC.
---------------------------------------------
(Exact Name of Issuer as specified in its charter)
DELAWARE 84-1069415
(State of Incorporation) (IRS Employer
Identification No.)
5425 Martindale
Shawnee, Kansas 66218
(Address of Principal Executive Offices)
Two Consulting Services Agreements,
one with Amber Capital Corporation
and one with National Producers Alliance Group Ltd.,
dated July 25, 1996, and October 1, 1996, respectively
(Full Title of the Plans)
Copy to:
Norman L. Peterson, Chairman Donald G. Davis, Esq.
5425 Martindale Davis & Associates
Shawnee, Kansas 66218 300 South Grand Avenue, Suite 1400
Telephone (913) 441-2466 Los Angeles, California 90071
Facsimile (913) 441-3284 Telephone (213) 680-9900
Facsimile (213) 680-4406
(Name, address and telephone
number of Agent for Service)
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CALCULATION OF REGISTRATION FEE
===================================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Offering Registration
Share Fee
- --------------------------------------------------------------------------------------------------------------------
Common Shares (1) 500,000 (2) 1-3/8 $687,500 (3)$208.33
($.001 par value)
=====================================================================================================================
This Registration Statement, including exhibits, consists of 29 sequentially
numbered pages. The Index to Exhibits appears on sequentially numbered page 10.
- ----------------------
(Footnotes)
(1) Shares registered are to be issued pursuant to two Consulting Services
Agreements, each dated July 25, 1996, by and between the Company and Amber
Capital Corporation, and the Company and Investor Resource Services, Inc.,
respectively.
(2) Estimated as of October 30, 1996 pursuant to Rule 457 solely for the
purpose of calculating the amount of the registration fee.
(3) Pursuant to General Instruction E, the registration fee paid in connection
herewith is based on the maximum aggregate price at which securities
covered by this registration statement are proposed to be offered.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
----------------------------------------------------
Item 1. Plan Information.
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Item 2. Registrant Information
-----------------------
The information required by Items 1 and 2 of Part I, to the extent
applicable, is included in documents sent or given to the
participants/consultants.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Certain Documents by Reference
The following specific documents of Advanced Financial, Inc. (the
"Company"), previously filed with the Securities and Exchange Commission, are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal
year ended March 31, 1996;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since March 31, 1996, the
end of the fiscal year covered by the Company's Annual
Registration Statement filed on Form 10- KSB.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10-KSB filed under
the Securities Exchange Act of 1934, including any amendment
or reports filed for the purpose of updating such description.
(d) A Registration Statement on Form S-1 filed under the
Securities Act of 1933, on September 3, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement, and prior to the filing of a post-effective amendment
which indicates that all securities offered hereunder have been sold, or which
deregisters all securities then remaining unsold under this Registration
Statement, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
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Item 4. Description of Securities
-------------------------
Not applicable: The class of securities to be offered is registered under
Section 12 of the Securities Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
1. The Delaware General Corporation Law, under which the Company is
incorporated, gives a corporation the power to indemnify any of its directors,
officers, employees, or agents who are sued by reason of their service in such
capacity to the corporation provided that the director, officer, employee, or
agent acted in good faith and in a manner he believed to be in or not opposed to
the best interests of the corporation. With respect to any criminal action, he
must have had no reasonable cause to believe his conduct was unlawful.
2. The Company's Certificate of Incorporation provides for indemnification
of officers and directors as follows:
Each person who was or is made a party or is threatened to be made a party
or is involved in any action, suit or proceeding, whether civil, criminal
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
is or was a director or officer, of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee, or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors
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and administrators; provided, however, that except as provided in paragraph (b)
hereof, the Corporation shall indemnify any such person seeking indemnification
in connection with a proceeding (or part thereof) initiated by such person only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Section shall be
a contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition: provided, however, that if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Section or
otherwise. The Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
See the Exhibit Index at page 10 of this Registration Statement.
Item 9. Undertakings
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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 of 1933;
(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, represents a fundamental change in the
information set forth in the Registration Statement;
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(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 (a)(1)(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 by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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
the 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 undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and
the offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, 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 of 1933 and
is, therefore, unenforceable. In the even 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
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the successful defense of any action, suit or proceeding) is asserted
against the Registrant 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 of 1933 and will be governed
by the final adjudication of such issue.
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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 Shawnee, State of Kansas, on the 28th day of October,
1996.
ADVANCED FINANCIAL, INC.
By /s/ William E. Moffatt
-----------------------
William E. Moffatt
President and
Chief Executive Officer
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Signature Title Date
- --------- ----- ----
/s/ Norman L. Peterson Chairman, October 10, 1996
- ---------------------- Director --
Norman L. Peterson
/s/ William E. Moffatt President and Chief October 10, 1996
- ----------------------- Executive Officer/ --
William E. Moffatt Director
/s/ Deborah K. Towery Chief Financial Officer October 10, 1996
- --------------------- --
Deborah K. Towery
/s/ Daniel Starozewski Director October 15, 1996
- ---------------------- --
Daniel Starozewski
Director October , 1996
- ------------------- --
Steven A. White
/s/ Thomas G. Schleich Director October 17, 1996
- ---------------------- --
Thomas G. Schleich
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INDEX TO EXHIBITS
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Exhibit Sequentially
Number Description Numbered Page
- ------ ----------- -------------
3.1 Certificate of Incorporation
of Registrant
(Incorporated by reference to
Exhibit 3.1 to the Company's
Registration Statement on
Form S-2 filed with the
Securities and Exchange
Commission on January 31, 1992)
3.2 Certificate of Amendment to
the Certificate of Incorporation
of Registrant
(Incorporated by reference to
Exhibit 3.2 to the Company's
Registration Statement on
Form S-2 filed with the
Securities and Exchange
Commission on January 31, 1992)
3.3 Bylaws of Registrant
(Incorporated by reference to
Exhibit 3.3 to the Company's
Registration Statement on Form S-2
filed with the Securities
and Exchange Commission on
January 31, 1992)
3.4 Specimen common stock certificate
of $.001 par value Common Stock
(incorporated by reference to
Exhibit 4.1 to the Company's
Registration Statement on Form S-2
filed with the Securities
and Exchange Commission on
January 31, 1992)
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Exhibit Sequentially
Number Description Numbered Page
- ------ ----------- -------------
4.1 Consulting Services Agreement dated 12
July 25, 1996, between Registrant
and Amber Capital Corporation
4.2 Consulting Services Agreement dated 18
July 25, 1996, between
Registrant and National Producers
Alliance Group Ltd.
5.1 Opinion of Law Offices of 24
Davis & Associates
24.1 Consent of KPMG Peat Marwick, LLP 27
Certified Public Accountants
24.2 Consent of Law Offices of 29
Davis & Associates
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