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As filed with the Securities and Exchange Commission on December 3, 1997
Registration No. _______________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Chadmoore Wireless Group, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 84-1058165
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
4720 Polaris Street, Las Vegas, Nevada 89103
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(Address of Principal Executive Offices) (Zip Code)
Employee Benefit and Consulting Services Compensation Plan, as amended
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(Full title of the plan)
The Corporation Company, 1675 Broadway, Denver, Colorado 80202
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(Name and address of agent for service)
(303) 629-2500
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee (1)
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Common Stock,
$.001 Par Value (2) 750,000 $0.82 $615,000 $186.36
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TOTALS 750,000 $ $
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(1) The fee with respect to these shares has been calculated pursuant to Rule
457 of Regulation C under the Securities Act of 1933, as amended, and based
upon the average of the bid and asked price per share of the Company's
common stock on a date within five (5) days prior to the date of filing of
this Registration Statement, as reported on the National Association of
Securities Dealers, Inc.'s Electronic Bulletin Board.
(2) To be issued, at the sole discretion of the Company, as Direct Shares, or
Shares underlying options granted to and to be granted, under the Chadmoore
Wireless Group, Inc. Employee Benefit and Consulting Services Compensation
Plan, dated July 7, 1995, as amended.
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REGISTRATION OF ADDITIONAL SECURITIES
Chadmoore Wireless Group, Inc., a Colorado corporation (the "Company"),
currently has two effective Registration Statements filed on Form S-8 relating
to its employee benefit plan which registered securities of the same class as
those being registered herewith: (i) File No. 33-94508, registering 800,000
shares of Common Stock, filed with the Securities and Exchange Commission (the
"Commission") on July 12, 1995; and (ii) File No. 33-80405, registering 800,000
shares of Common Stock, filed with the Commission on December 14, 1995.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The document(s) containing the information concerning the
Chadmoore Wireless Group, Inc. Consulting and Services Compensation Plan, dated
July 7, 1995, as amended (the "Plan"), 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 by 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 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. Chadmoore Wireless Group, Inc., a Colorado corporation
(the "Company"), shall 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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Incorporated hereby by reference and made a part hereof is the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1996;
Quarterly Reports on Form 10-QSB for the quarters ended March 31, 1997, June 30,
1997 and September 30, 1997; Current Reports on Form 8-K filed January 13, 1997,
January 30, 1997, February 28, 1997, June 27, 1997, August 3, 1997 and November
6, 1997; and Form 8-A which was declared effective by the Commission on July 12,
1996 (File No. 0-20999) registering the Company's Common Stock under Section 12
of the Exchange Act.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (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 he 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities being registered by this Registration
Statement is being passed upon by Futro & Associates, P.C., Attorneys at Law,
special securities counsel to the Company. Futro & Associates, P.C. or members
of its firm may in the future be issued shares or options to purchase shares
pursuant to the Plan, which shares of $.001 par value common stock may be
restricted or registered pursuant to this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 109 of the Colorado Business Corporation Act, and Article X of
the Company's Articles of Incorporation, as amended, generally permit the
Company to indemnify any officer or director of the Company for claims and
liabilities, including legal expenses, which he may incur in his capacity as
such, provided that he acted in good faith and in a manner that he reasonably
believed to be in the best interests of the Company. However, he may not be
indemnified in connection with a proceeding in which he is found to be liable to
the Company or where he is found to have received an improper personal benefit
from the Company. To the extent that an officer or director is successful in
defending himself in any proceeding to which he was a party, he is to be
indemnified against his reasonable expenses incurred by him in connection with
the proceeding.
In addition, Article XIV of the Company's Articles of Incorporation
limits the liability of directors for monetary damages for certain breaches of
fiduciary duties, as permitted under the Colorado Business Corporation Act.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed as a part of, or
incorporated by reference in, this Registration Statement.
Exhibit No. Description
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4.4 Registration Statement of the Company on Form 8-A (declared effective on July 12,
1996, File No. 0-20999, and incorporated herein by reference)
5.1 Opinion of Counsel, Futro & Associates, P.C. *
10.14 Employee Benefit and Consulting and Services Compensation Plan, as amended on
November 18, 1997 *
23.1 Consent of KPMG Peat Marwick LLP, Certified Public Accountants *
23.2 Consent of Counsel, Futro & Associates, P.C. (contained as part of Exhibit 5.1
hereto)
* Filed herewith
ITEM 9. UNDERTAKINGS.
The undersigned Company 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 (the "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;
(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.
(2) That, for the purpose of determining any liability under the 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
tide 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.
(4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 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 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
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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.
(5) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company
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 that 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 of whether such indemnification by it is
against public policy as expressed in the 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, the Company
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 or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Las Vegas, State of Nevada, December 3, 1997.
CHADMOORE WIRELESS GROUP, INC.
By: /s/ Robert W. Moore
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Robert W. Moore, Chief Executive Officer,
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
By: /s/ Robert W. Moore
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Robert W. Moore, Chief Executive Officer,
President, Director
Dated: December 3, 1997
By: /s/ Jan S. Zwaik
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Jan S. Zwaik, Chief Financial Officer,
Chief Operating Officer, Treasurer,
Director
Dated: December 3, 1997
By: /s/ William C. Bossung
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William C. Bossung, Secretary, Director
Dated: December 3, 1997
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EXHIBIT INDEX
Exhibit No. Description
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4.4 Registration Statement of the Company on Form 8-A (declared effective on July 12,
1996, File No. 0-20999, and incorporated herein by reference)
5.1 Opinion of Counsel, Futro & Associates, P.C. *
10.14 Employee Benefit and Consulting Services Compensation Plan as amended on November
18, 1997 *
23.1 Consent of KPMG Peat Marwick LLP, Certified Public Accountants *
23.2 Consent of Counsel, Futro & Associates, P.C. (contained as part of Exhibit 5.1
hereto)
* Filed herewith