SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
RAM-Z ENTERPRISES, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 87-0400335
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
155 East 34th Street, #10A
New York, New York 10016
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(Address of Principal Offices)
Consultants Compensation Agreement No. 1
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(Full Title of the Plan)
Gregory Aurre
155 East 34th Street, #10A
New York, New York 10016
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(Name and Address of Agent for Service)
(212) 685-4515
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(Telephone Number, Including Area Code, of Agent for Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE
OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE
SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH
DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to Amount to Price per Aggregate Registration
be Registered be Registered Unit/Share Offering Price Fee
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$0.001 par
value common
voting stock 458,600 $0.01 $ 4,586 $115.30
Options to 100,000 $0.75 $ 75,000
purchase
$0.001 par value
Common Voting Stock
Options to 75,000 $1.00 $ 75,000
purchase
$0.001 par value
Common Voting Stock
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1 Calculated according to Rule 230.457(h) of the Securities
and Exchange Commission, based upon the agreed value of
the services to be rendered for the common stock to be
issued under the Plan.
PART II
Information Required in the Registration Statement
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Item 3. Incorporation of Documents by Reference.
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The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:
(a) The Registrant's latest annual report for the calendar year
ending December 31, 1995;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") since
the end of such calendar year and during the preceding twelve
months;
(c) Not applicable.
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 which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
also be deemed to be incorporated by reference into this Registration
Statement and made a part hereof from the date of the filing of such
documents.
Item 4. Description of Securities.
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The Registrant is authorized to issue one class of securities, being
comprised of $0.001 par value common voting stock.
The holders of the $0.001 par value common stock of the Registrant
have traditional rights as to voting, dividends and liquidation. All shares
of common stock are entitled to one vote on all matters; there are no
pre-emptive rights and cumulative voting is not allowed. The common stock is
not subject to redemption and carries no subscription or conversion rights.
In the event of liquidation of the Registrant, the holders of common stock
are entitled to share equally in corporate assets after satisfaction of all
liabilities.
Item 5. Interest of Named Experts and Counsel.
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Branden T. Burningham, Esq., who has prepared this Registration
Statement, the Plan and an Opinion regarding the authorization, issuance and
fully-paid and non-assessable status of the securities covered by this
Registration Statement, owns no common stock of the Registrant and is not
deemed to be an affiliate of the Registrant or a person associated with an
affiliate of the Registrant.
Leonard W. Burningham, Esq., who is the father of Branden T.
Burningham, Esq., has been general counsel for the Registrant since July,
1996. Excluding any shares of common stock that may be issued to him pursuant
to this Registration Statement (102,150 shares), Mr. Burningham owns no shares
of common stock of the Registrant. Otherwise, his entire relationship with
the Registrant has been as legal counsel, and there are no arrangements or
understandings which would in any way cause him to be deemed an affiliate of
the Registrant or a person associated with an affiliate of the Registrant.
Item 6. Indemnification of Directors and Officers.
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Under the Delaware General Corporation Law, a corporation has the
power to indemnify any person who is made a party to any civil, criminal,
administrative or investigative proceeding, other than an action by or in the
right of the corporation, by reason of the fact that such person was a
director, officer, employee or agent of the corporation, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement of
any such actions if he or she acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interest of the corporation;
provided, however, in any criminal proceeding, the indemnified person shall
have had no reason to believe the conduct committed was unlawful.
It is the position of the Securities and Exchange Commission (the
"Commission") that indemnification against liabilities for violations under
the federal securities laws, rules and regulations is against public policy.
See subparagraph (h) of Item 9 below.
Item 7. Exemption from Registration Claimed.
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None; not applicable.
Item 8. Exhibits.
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Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Jones, Jensen & Company,
Certified Public Accountants
Item 9. Undertakings.
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The undersigned Registrant hereby undertakes:
(a) (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 (the
"1933 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; and
(iii) To include any additional or changed 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, only to the extent required
by the general rules and regulations of the
Commission.
(2) That, for the purpose of determining any liability under
the 1933 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) That for purposes of determining any liability under the 1933
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 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.
(h) Insofar as indemnification for liabilities arising under the
1933 Act, as amended, may be permitted to directors, executive
officers and controlling persons of the Registrant as outlined
above or otherwise, the Registrant has been advised that in the
opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 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,
executive officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, executive 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 of whether such
indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the 1933 Act, 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 and State of New York, on August 6, 1996.
REGISTRANT:
By: /s/ Gregory Aurre
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Gregory Aurre
President and Director
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons (who constitute a majority
of the members of the Board of Directors of the Registrant) in the capacities
and on the date indicated.
Date: 8-6-96 By: /s/ Gregory Aurre
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Gregory Aurre
President and Director
Date: 8-6-96 By: /s/ Amerika Aurre
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Amerika Aurre
Secretary/Treasurer and Director
Date: 8-6-96 By: /s/ Geraldine Aurre
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Geraldine Aurre
Director
Registration No. 0-25496
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________________
RAM-Z ENTERPRISES, INC.
EXHIBIT INDEX
Exhibit
Number
5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Jones Jensen & Company,
Certified Public Accountants
BRANDEN T. BURNINGHAM
ATTORNEY AT LAW
455 EAST FIFTH SOUTH, SUITE 205
SALT LAKE CITY, UTAH 84111
ADMITTED IN UTAH AND CALIFORNIA TELEPHONE: (801) 363-7411
FACSIMILE: (801) 355-7126
August 7, 1996
Ram-Z Enterprises, Inc.
155 East 34th Street, #10A
New York, New York 10016
Re: Opinion concerning the legality of the securities to be issued
pursuant to the Registration Statement on Form S-8 to be filed
by Ram-Z Enterprises, Inc., a Delaware corporation
Board of Directors:
As counsel for Ram-Z Enterprises, Inc., a Delaware corporation (the
"Company"), and in connection with the issuance of 458,600 shares of the
Company's $0.001 par value common stock to six individual consultants and
options to purchase a total of 175,000 shares of the Company's common stock to
one individual consultant (collectively the "Securities") pursuant to a Plan
you have designated as "Consultants Compensation Agreement No. 1" (the
"Plan"), I have been asked to render an opinion as to the legality of these
Securities, which are to be covered by a Registration Statement to be filed by
the Company on Form S-8 of the Securities and Exchange Commission (the
"Commission"), and as to which this opinion is to be filed as an exhibit.
As you are aware, no services to be performed and billed to you
which are in any way related to a "capital raising" transaction may be paid by
the issuance of Securities pursuant to the Plan.
In connection with rendering my opinion, which is set forth below, I
have reviewed and examined originals or copies of the following documents, to
wit:
1. Certificate of Incorporation;
2. Plan and Agreement of Merger between Ram-Z Enterprises, Inc.,
a Delaware corporation, and Ram-Z Enterprises, Inc., a Utah
corporation;
3. Prospectus of Ram-Z Enterprises, Inc., a Utah corporation;
4. Registration Statement on Form 10;
5. Annual Report on Form 10-K for the calendar year ending
December 31, 1995;
6. Quarterly Reports on Form 10-QSB for the past twelve months;
7. A copy of the Plan; and
8. The Consent of Directors adopting the Plan, designating the
name of the Plan and the name, address and telephone number of
the Plan's Agent.
I have also examined various other documents, books, records,
instruments and certificates of public officials, directors, executive
officers and agents of the Company, and have made such investigations as I
have deemed reasonable, necessary or prudent under the circumstances. Also,
in rendering this opinion, I have reviewed various statutes and judicial
precedence as I have deemed relevant or necessary.
Further, as counsel for the Company, I have discussed the items
relied upon in rendering this opinion and the documents I have examined with
one or more directors and executive officers of the Company, and in all
instances, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to
me as originals, the conformity with the original documents of all documents
submitted to me as certified or photostatic copies and the authenticity of the
originals of such copies. I have further assumed that the recipients of these
Securities under the Plan will have paid the consideration required under the
terms of the Plan prior to the issuance of the Securities, and that none of
the services performed by the recipients shall be related to "capital raising
transactions."
I have also provided the individual participants in the Plan with a
copy of the documents enumerated in paragraphs 4 through 7, inclusive, above.
Based upon the foregoing and in reliance thereon, it is my opinion
that, subject to the limitations set forth in the Plan, the Securities to be
issued pursuant to the Plan will, upon their issuance and delivery to the
recipients thereof, after receipt of full payment therefor, be deemed duly and
validly authorized, legally issued and fully paid and non-assessable. This
opinion is expressly limited in scope to the Securities described herein and
which are to be expressly covered by the above referenced Registration
Statement and does not cover any subsequent issuances of any securities to be
made in the future pursuant to any other plans, if any, pertaining to services
performed in the future. Any such transactions are required to be included in
a new Registration Statement or a post-effective amendment to the above
referenced Registration Statement, which will be required to include a revised
or new opinion concerning the legality of the Securities to be issued.
Further, this opinion is limited to the corporate laws of the State
of Delaware and the securities laws, rules and regulations of the United
States, and I express no opinion with respect to the laws of any other
jurisdiction.
I consent to the filing of this opinion with the Commission as an
exhibit to the above referenced Registration Statement; however, this opinion
is not to be used, circulated, quoted or otherwise referred to for any other
purpose without my prior written consent.
This opinion is based upon my knowledge of the law and facts as of
the date hereof, and I assume no duty to communicate with you with respect to
any matter which may hereafter come to my attention.
Yours very sincerely,
/s/
Branden T. Burningham
BRANDEN T. BURNINGHAM
ATTORNEY AT LAW
455 EAST FIFTH SOUTH, SUITE 205
SALT LAKE CITY, UTAH 84111
ADMITTED IN UTAH AND CALIFORNIA TELEPHONE: (801) 363-7411
FACSIMILE: (801) 355-7126
August 7, 1996
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement of Ram-Z
Enterprises, Inc., a Delaware corporation (the "Registrant"), SEC File
No. 0-25496, to be filed on or about August 13, 1996, covering the
registration and issuance of 458,600 shares of common stock to six
individual consultants and options to purchase a total of 175,000 shares
to one individual consultant.
Ladies and Gentlemen:
I hereby consent to be named in the above referenced Registration
Statement of the Registrant.
Sincerely yours,
/s/
Branden T. Burningham
cc: Ram-Z Enterprises, Inc.
[LETTERHEAD OF JONES, JENSEN & COMPANY]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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August 7, 1996
Ram-Z Enterprises, Inc.
New York City, New York
Dear Sirs:
As independent public accountants, we hereby consent to the use of our audit
reports dated January 5, 1995 and March 20, 1996 incorporated by reference in
the Form S-8 registration statement of Ram-Z Enterprises, Inc.
/s/ Jones, Jensen & Company