SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SIGNATURE LEISURE, INC.
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(Exact name of registrant as specified in charter)
Colorado 50-0012982
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1111 North Orlando Avenue
Winter Park, Florida 32789
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(Address of principal executive offices and Zip Code)
Signature Leisure Stock Compensation Plan
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(Full title of the plan)
Stephen W. Carnes
1111 North Orlando Avenue
Winter Park, Florida 32789 (407) 970-8460
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(Name and address of agent for service) (Telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price per share aggregate offering price registration fee
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COMMON SHARES 150,000,000 $0.004 $600,000 $76.02
Note: Proposed maximum offering price per share and Proposed maximum aggregate
offering price estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457.
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The document(s) containing the information concerning the Signature
Leisure, Inc. Stock Compensation Plan (the "Plan") of Signature Leisure, Inc.,
Inc., a Colorado corporation (the "Registrant" or the "Company"), dated January
2, 2004 required by Item 1 of Form S-8 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the statement of availability of
registrant information, employee benefit plan annual reports and other
information required by Item 2 of Form S-8 will be sent or given to participants
as specified in Rule 428. In accordance with Rule 428 and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this registration
statement on Form S-8 (the "Registration Statement") or as prospectuses or
prospectus supplements pursuant to Rule 424. The Company will maintain a file
of such documents in accordance with the provisions of Rule 428. Upon request,
the Company shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following document, which has been filed by the Company with the Securities
and Exchange Commission, is hereby incorporated by reference:
The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2003;
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated in this Registration Statement by reference and to
be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in a supplement to this
Registration Statement or in a document incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed supplement to this Registration Statement or in any document that is
subsequently incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's authorized capital consists of 50,000,000 shares of Common Stock,
$.001 par value, of which 46,565,190 shares were outstanding as of June 30,
2004. The Company has authorized 10,000,000 shares of preferred stock, $.001 par
value, of which -0- shares were outstanding as of June 30, 2004.
The Company's common stock is presently listed and traded on the NASD's
Over-The-Counter Bulletin Board exchange under the symbol "SGLI".
Common Stock
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Each share of Common Stock is entitled to one vote, either in person or by
proxy, on all matters that may be voted upon by the owners thereof at a meeting
of the shareholders, including the election of directors. The holders of Common
Stock (i) have equal, ratable rights to dividends from funds legally available
therefore, when, as and if declared by the Board of Directors of the Company;
(ii) are entitled to share ratably in all of the assets of the Company available
for distribution to holders of Common Stock upon liquidation, dissolution or
winding up of the affairs of the Company; (iii) do not have preemptive or
redemption provisions applicable thereto; and (iv) are entitled to one non
cumulative vote per share on all matters on which shareholders may vote at all
meetings of shareholders.
All shares of Common Stock issued and outstanding are, and those offered hereby,
when issued, will be fully paid and nonassessable, with no personal liability
attaching to the ownership thereof.
Transfer Agent
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Corporate Stock Transfer
3200 Cherry Creek Road South, Suite 430
Denver, CO 80209
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
As of the date of this registration no named expert or counsel holds any
specified interest or significant equity in the company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation authorizes the Corporation to indemnify
to the maximum extent permitted under Colorado law.
The Colorado Private Corporations Act allows indemnification of directors,
officers, employees and agents of the Company, including the advancement of
expenses:
Every person who was or is a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he 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 for its
benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the general corporation law of the State of Colorado from time to time against
all expenses, liability and loss (including attorney's fees, judgments, fines,
and amounts paid or to be paid in settlement) reasonably incurred and in advance
of the final disposition of the action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if it
is ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. Such right of indemnification
shall be a contract right which may be enforced in any manner desired by such
person; and shall not be exclusive of any other right which such directors,
officers or representatives may have or hereafter acquire and, without limiting
the generality of such statement, they shall be entitled to their respective
rights of indemnification under any bylaw, agreement, vote of stockholders,
provision of law or otherwise, as well as their rights under the Articles of
Incorporation of Signature Leisure, Inc., Inc.
In general, officers and directors of Registrant are indemnified against
expenses actually and reasonably incurred in connection with proceedings,
whether civil or criminal, provided that it is determined that they acted in
good faith, and are not deemed to be liable to Registrant for negligence or
misconduct in the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit Number Description
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4.1 Signature Leisure, Inc. Stock Compensation Plan dated
August 17, 2004.
5.1 Opinion of Counsel, Michael L. Corrigan
23.1 Consent of Certified Public Accountants
23.2 Consent of Michael L. Corrigan
(included in Exhibit 5.1)
ITEM 9. UNDERTAKINGS
1. The Registrant hereby undertakes:
(a) 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, represent a fundamental change in the formation set forth
in the registration statement;
(iii) to include any material information with respect to a plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(b) 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 that time shall be deemed to be the initial bonafide offering
thereof.
(c) 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.
2. The Registrant hereby 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 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 herein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Winter Park, Florida, on this 9th day of September 2004.
Signature Leisure, Inc.
By: /s/ Stephen W. Carnes
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Stephen W. Carnes, President
In accordance with the requirements of the Securities Act of 1933 as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
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/s/ Stephen W. Carnes President September 9, 2004
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Stephen W. Carnes