As filed with the Securities and Exchange Commission on June 2, 1997
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CYPRESS FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 84-1061382
(State or other jurisdiction of (I.R.S. Employer)
incorporation or organization) Identification No.)
5400 ORANGE AVENUE, SUITE 200
CYPRESS, CALIFORNIA 90630
(Address of Principal Executive Offices) (Zip Code)
1997 STOCK COMPENSATION PLAN
(Full title of the plan)
FARREST HAYDEN
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
CYPRESS FINANCIAL SERVICES, INC.
5400 ORANGE AVENUE, SUITE 200
CYPRESS, CALIFORNIA 90630
(Name and address of agent for service of process)
(714) 995-0627
(Telephone number, including area code, of agent for service)
The Commission is requested to send copies of all communication to:
MICHAEL B. JEFFERS, ESQ.
JEFFERS, WILSON, SHAFF & FALK, LLP
18881 VON KARMAN AVENUE, SUITE 1400
IRVINE, CA 92612
(714) 660-7700
CALCULATION OF REGISTRATION FEE
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Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price per share aggregate offering price (1) registration fee
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Common Stock, par
value, $.001 per share 100,000 shares $1.37 $137,000(1) $41.51
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h)(1), based on the closing price of the Company's Common
Stock.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required by Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in the registration
statement pursuant to Item 3 of Part II of this form, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Cypress Financial Services, Inc., a Nevada
corporation (the "Company") with the Securities and Exchange Commission
("Commission") are incorporated in and made a part of this Registration
Statement by reference, except to the extent that any statement or information
therein is modified, superseded or replaced by a statement or information
contained in any other subsequently filed document incorporated herein by
reference:
(1) The Company's Annual Report on Form 10-KSB for the fiscal year ended
September 30, 1996, filed on December 27, 1996;
(2) The Company's Quarterly Report on Form 10-QSB for the quarter ended
December 31, 1996 filed February 7, 1997;
(3) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1997 filed May 7, 1997;
In addition, all reports and documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to filing a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities offered hereby then remaining unsold
shall be deemed to be incorporated by reference herein and shall be deemed to be
a part hereof from the date of the filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock, par value $.001 per share, of the Company (the "Common
Stock") is registered pursuant to Section 12(g) of the Exchange Act, and,
therefore, the description of securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of shares of Common Stock registered hereunder has been passed
upon by Jeffers, Wilson, Shaff & Falk, LLP.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As allowed by Nevada Revised Statutes, the Articles of Incorporation and
Bylaws of the Company provide that the liability of the directors of the Company
for monetary damages shall be eliminated to the fullest extent permissible under
Nevada law. This is intended to eliminate the personal liability of a director
for monetary damages in an action brought by or in the right of the Company for
breach of a director's duties to the Company or its shareholders except for
liability for acts or omissions that involve intentional misconduct or knowing
and culpable violation of law, for acts or omissions that a director believes to
be contrary to the best interests of the Company or its shareholders or that
involve the absence of good faith on the part of the director, for any
transaction from which a director derived an improper personal benefit, for acts
or omissions that show a reckless disregard for the director's duty to the
Company or its shareholders in circumstances in which the director was aware, or
should have been aware, in the ordinary course of performing a director's
duties, of a risk of serious injury to the Company or its shareholders, for acts
or omissions that constitute an unexcused pattern of inattention that amounts to
an abdication of the director's duty to the Company or its shareholders, with
respect to certain contracts in which a director has a material financial
interest and for approval of certain improper distributions to shareholders or
certain loans or guarantees. This provision does not limit or eliminate the
rights of the Company or any shareholder to seek non-monetary relief such as an
injunction or rescission in the event of a breach of a director's duty of care.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
ITEM 8. EXHIBITS
See Exhibit Index.
ITEM 9. UNDERTAKINGS
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;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date to 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;
(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)(1) and A(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed by the Registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement
(2) That, for the purpose of determining 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 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 hereby undertakes that, for purposes of
determining any liability under the Securities 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 of directors, officers and controlling
persons of the Registrant for liabilities arising under the Securities Act of
1933 may be permitted, pursuant to the provisions referred to in Item 6 of this
Registration Statement, 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 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 the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by the Registrant is against the public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, as amended, 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 Cypress, California on May 30, 1997
CYPRESS FINANCIAL SERVICES, INC.
Date: May 30, 1997 By /s/ Farrest Hayden
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Farrest Hayden
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Cypress Financial Services,
Inc., do hereby constitute and appoint Farrest Hayden, our true and lawful
attorney and agent, to do any and all acts and things in our name and behalf in
our capacities as directors and officers and to execute any and all instruments
for us and in our names in the capacities indicated below, which said attorneys
and agents, or any one of them, may deem necessary or advisable to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations, and requirements of the Securities and Exchange Commission,
in connection with this Registration Statement, including specifically, but
without limitation, power and authority to sign for us or any of us in our names
and in the capacities indicated below, any and all amendments (including post-
effective amendments) hereof; and we do hereby ratify and confirm all that the
said attorneys and agents, or any of them, shall do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signatures Title Date Signed
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/s/ Farrest Hayden Chairman of the Board May 30, 1997
- ---------------------------- Chief Executive Officer
Farrest Hayden and President
/s/ Otto J. Lacayo Director, Chief Financial May 30, 1997
- ---------------------------- Officer and Vice
Otto J. Lacayo President (Principal
Accounting Officer)
/s/ Daniel Najor Director May 30, 1997
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Daniel Najor
/s/ Graham E. Gill Director May 30, 1997
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Graham E. Gill
/s/Henry N. Huta Director May 30, 1997
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Henry N. Huta
EXHIBIT LIST
Exhibit Sequentially
Number Description Number page
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4.2 1997 Stock Compensation Plan
5.1 Opinion of Jeffers, Wilson, Shaff & Falk, LLP
23.1 Consent of counsel (included in Exhibit 5.1)
23.2 Consent of Corbin & Wertz
25.1 Powers of Attorney (included with signature page)