As filed with the Securities and Exchange Commission on December 19, 2002
SEC FILE NO. 000-49846
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DRACO HOLDING CORPORATION
_____________________________________________________
(Exact name of registrant as specified in its charter)
NEVADA 87-0638750
_______________________________ _________________
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
c/o Jump n' Jax, Inc.
511 East St. George Boulevard, Suite No. 3
St. George, Utah 84770
___________________________________________ ___________
(Address of Principal Executive Offices) (Zip Code)
Letter Agreements with the Company Officers and Directors
Letter Agreement with Todd Wheeler
Letter Agreement with Robert N. Wilkinson
Letter Agreement with B.W. Hicken
__________________________________________________________
Full title of the plan)
Steven D. Moulton
4843 South Wallace Lane
Salt Lake City, UT 84117
______________________________________
(Name and address of agent for service)
(801) 209-0545
____________________________________________________________
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________________
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration
To be Registered Registered Per Share(1) Price(2) Fee
______________________________________________________________________________________
Common Stock,
Par value $0.001 per share 1,500,000 $0.01 $15,000 $1.38
______________________________________________________________________________________
(1) Pursuant to rules 457(h) and 457(c) of the Securities Act of 1933, the
proposed maximum offering price per share for the purpose of calculating
the registration fee is the average of the bid and asked price of the
Common Stock as of December 16, 2002.
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(2) On December 16, 2002, the board of directors established fair market value for
the shares of the Company, for the purposes of determining the registration fee
and the compensation received by the employees, at $0.01 per share, the market
price on that day.
______________________________________________________________________________________
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Plan Information.
The document(s) containing information specified by Part I Items 1 and 2
of this Form S-8 Registration Statement (the "Registration Statement") have
been or will be sent or given to participants in the plans listed on the cover
page of the Registration Statement (the "Plans") as specified in Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Item 2. Registrant Information and Employee Plan Annual Information.
See response to Item 1 above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Commission by Draco
Holding Corporation, a Nevada corporation ("Draco" or the "Company"), pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
the Securities Act of 1933, as amended (the "Securities Act"), are hereby
incorporated by reference in this Prospectus and Registration Statement:
(1) Draco's annual report on Form 10-KSB for the year ended December
31, 2001;
(2) Draco's quarterly report on Form 10-QSB for the quarter ended
March 31, 2002;
(3) Draco's quarterly report on Form 10-QSB for the quarter ended
June 30, 2002;
(4) Draco's quarterly report on Form 10-QSB for the quarter ended
September 30, 2002;
(5) All other reports filed by Draco pursuant to Sections 13(a) or
15(d) of the Exchange Act since December 31, 2002; and
(6) The description of Common Stock contained in Draco's
registration statement on Form 10-SB filed June 5, 2002,
effective 60 days thereafter, and amended August 2, 2002 and
October 17, 2002, in the section entitled "Description of
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Securities" contained on page 16 of Draco's amended registration
statement (Commission file no. 000-49846).
All other documents filed by the Company pursuant to sections 13(a),
13(c), 14, or 15(d) of the Exchange Act after 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 such
securities remaining unsold, 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares being offered hereby will be passed upon for
Draco by Robert N. Wilkinson, Esq., counsel to the Company. Robert N.
Wilkinson, Esq. is receiving 300,000 shares of the Company's common stock
under this Registration Statement as compensation for legal services. Mr.
Wilkinson also receives cash payments from Draco as compensation for legal
services.
Item 6. Indemnification of Directors and Officers.
The only statutes, charter provisions, by-laws, contracts or other
arrangements under which any controlling person, director or officer of Draco
is or may be insured or indemnified against any liability which he may incur
in that capacity, are as follows:
A. Sections 78.037, 78.7502, 78.751, and 78.752 of the Nevada Revised
Statutes offer limitation of liability protection for officers and directors,
indemnification protection of officers, directors, employees and agents of a
Nevada corporation, and provide that Nevada corporations may purchase
insurance to protect directors, officers, employees and agents. They
generally provide that:
(a) a Nevada corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, including
attorneys= fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit or proceeding
if he acted in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful;
(b) a Nevada corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
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the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys= fees actually
and reasonably incurred by him in connection with the defense or settlement of
the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in view
of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper; and
(c) to the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim,
issue or matter therein, the corporation shall indemnify him against expenses,
including attorneys= fees, actually and reasonably incurred by him in
connection with the defense.
B. Article IX of Draco's articles of incorporation provides that to
the fullest extent allowed by law, the directors and executive officers of
Draco shall be entitled to indemnification from Draco for acts and omissions
taking place in connection with their activities in such capacities.
C. Article VIII of Draco=s by-laws provides indemnification rights to
Draco's officers, directors or controlling persons in a manner similar to the
Nevada statutes described above.
D. Although Nevada law provides that Nevada corporations may purchase
liability insurance to protect officers and directors, Draco has no directors
and officers insurance or any other type of insurance that insures its
officers, directors or controlling persons against liabilities that may arise
against them in those capacities.
Item 7. Exemption from Registration.
Not applicable.
Item 8. Exhibits.
Exhibit
No. Description
- ------------ -----------------------------------------------------------
5.01 Opinion of Robert N. Wilkinson, Esq. regarding legality of
Common Stock to be issued pursuant to the Registration
Statement.
23.01 Consent of HJ & Associates, LLC, current independent auditors
for the Company
23.02 Consent of Robert N. Wilkinson, Esq. (contained in Exhibit
5.01)
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24.01 Power of Attorney (contained in Signatures area)
Item 9. Undertakings.
(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;
(ii) To reflect in the prospectus any facts or events
arising after the effective 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;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement or any material change
to such information in the Registration Statement.
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not
apply if this 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 Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(2) 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) 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of any 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company
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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 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer, or controlling
person of the Company 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 Company 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 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, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing 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 Salt Lake, state of Utah, on the
17th day of December, 2002.
DRACO HOLDING CORPORATION
By /s/ Lane S. Clissold
_____________________________________
Lane S. Clissold, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lane S. Clissold, Steven D. Moulton, or either
of them, with power of substitution, as his true and lawful attorney-in-fact
in all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact or their substitutes
may 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 indicated on this 17th day of December, 2002.
/s/ Lane S. Clissold
____________________________________
Lane S. Clissold
Director, President and Chief
Executive Officer
/s/ Diane Nelson
____________________________________
Diane Nelson
Director and Vice President
_/s/ Steven D. Moulton
____________________________________
Steven D. Moulton
Director, Secretary and Treasurer
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EXHIBIT INDEX
Exhibit
No. Description
_____________ ___________________________________________________________
5.01 Opinion of Robert N. Wilkinson, Esq. regarding legality of
Common Stock to be issued pursuant to the Registration
Statement.
23.01 Consent of HJ & Associates, LLC, current independent
auditors for the Company
23.02 Consent of Robert N. Wilkinson, Esq. (contained in Exhibit
5.01)
24.01 Power of Attorney (contained in Signatures area)
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