SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under The Securities Act of 1933
SUNBURST ACQUISITIONS II, INC.
(Exact name of registrant as specified in its charter)
COLORADO 84-1388857
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
4807 S. Zang Way
Morrison, Colorado 80465
(Address of principal executive offices) (Zip Code)
John H. Stearns Consultation Services Agreement
(Full name of the plan)
Gary S. Joiner, 4750 Table Mesa Drive,
Boulder, CO 80303
(Name and address of agent for service)
(303)494-3000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities to be registered: Common Stock
Amount to be registered: 95,000 shares
Proposed maximum offering price per share: $0.003
Proposed maximum aggregate offering price: $285.00
Amount of registration fee: $.087
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information required by Part I is included in documents sent
or given to participants in the John H. Stearns Consultation Services
Agreement pursuant to Rule 428(b)(1)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Commission
by the Registrant (File No. 0-22661) are incorporated by reference in
this registration statement:
(a) The Registration Statement on Form 10-SB/A filed on November
19, 1997, amending the Registration Statement on Form 10-SB initially
filed by the Registrant on June 6, 1997 pursuant to Section 12(g) of the
Securities Exchange Act which became effective on August 4, 1997
pursuant to Section 12(g)(1)(B) of the Securities Exchange Act of 1934.
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since August 4, 1997,
including the quarterly report on Form 10-QSB for the quarter ended
October 31, 1997.
(c) The description of the Registrant's Common Stock contained in Item
8 of Part I of the Registrant's Registration Statement on Form 10-SB/A
filed on November 19, 1997, and in Article Third of the Registrant's
Articles of Incorporation filed as an exhibit to the Registration Statement
on Form 10-SB/A.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and 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 be deemed to be incorporated herein by reference in this
Registration Statement on Form S-8, and shall be a part hereof from the
date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superceded for purposes of this
registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superceded shall not be
deemed, except as so modified or superceded, to constitute a part of this
registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock to be issued pursuant
to this registration statement will be passed upon by Frascona, Joiner and
Goodman, P.C. Frascona, Joiner and Goodman, P.C., is legal counsel
for the Company and Gary S. Joiner who is a shareholder of Frascona,
Joiner and Goodman, P.C., is also a shareholder of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 109 of the Colorado Business Corporation Act: (i) gives
Colorado corporations broad powers to indemnify their present and
former directors and officers and those of affiliated corporations against
expenses (including attorneys fees) judgments, fines and other amounts
paid in settlement actually and reasonably incurred in connection with
threatened, pending or completed actions, suits, or proceedings to which
they are parties or are threatened to be made parties by reason of being
or having been such directors or officers, subject to specified conditions
and exclusions; (ii) gives an officer or director who successfully defends
an action the right to be so indemnified; and (iii) permits a corporation
to buy directors' and officers' liability insurance.
As permitted by Colorado law, the Registrant's Articles of In-
corporation provide that the Registrant will indemnify its directors and
officers against expenses and liabilities they incur to defend, settle, or
satisfy any civil or criminal action brought against them on account of
their being or having been directors or officers unless, in any such
action, they are adjudged to have acted with gross negligence or willful
misconduct. The Registrant's Articles of Incorporation also exclude
personal liability for its directors for monetary damages based upon any
violation of their fiduciary duties as directors, except as to liability for
any breach of the duty of loyalty, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, acts
which constitute improper distributions to shareholders in violation of
Section 7-106-401 of the Colorado Business Corporation Act, or any
transaction from which a director receives an improper personal benefit.
This exclusion of liability does not limit any right which a director may
have to be indemnified and does not affect any director's liability under
federal or applicable state securities laws.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 my be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in such Act
and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
ITEM 9. UNDERTAKINGS
1. The undersigned 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 section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) 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.
2. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, 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 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 Act and will be governed by
the final adjudication of such issue.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act
of 1933, 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 Morrison, State
of Colorado, on January 21, 1998.
SUNBURST ACQUISITIONS II, INC.
(Registrant)
______________________________________
Michael R. Quinn, President
(Signature and Title)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
/s/_____________________________________
Michael R. Quinn, President, Director, Principal Executive Officer
(Signature and Title)
January 21, 1998
/s/_____________________________________
Jay Lutsky, Officer, Director
(Signature and Title)
January 21, 1998
EXHIBIT INDEX
Exhibit Description
Number
3.1 Articles of Incorporation
(Incorporated by reference from Exhibit 2.1 to
Registration Statement of Registrant on Form 10-SB/A
filed on November 19, 1997.)
3.2 Bylaws
(Incorporated by reference from Exhibit 2.2 to
Registration Statement of Registrant on Form 10-SB/A
filed on November 19, 1997.)
5.1 Opinion of Frascona, Joiner & Goodman, P.C.
23.1 Consent of Frascona, Joiner & Goodman, P.C.
23.2 Consent of Comiskey & Co.
27 Financial Data Schedule
(Incorporated by reference from Exhibit 27 to
Registration Statement on Form 10-SB/A filed
on November 19, 1997.)
EXHIBIT 5.1 - OPINION REGARDING LEGALITY
January 21, 1998
Board of Directors
Sunburst Acquisitions II, Inc.
4807 S. Zang Way
Morrison, Colorado 80465
Re: Compensation Plan
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Sunburst Acquisitions II, Inc., a
Colorado corporation (the "Company"), in connection with the filing of
the Company's registration statement on Form S-8 with the Securities
and Exchange Commission on or about January 21, 1998 (the
"Registration Statement") under the Securities Act of 1933, as amended.
The Registration Statement is being filed in connection with the
Company's offering of 95,000 shares of common stock (the "Shares")
pursuant to the Company's Compensation Plan (the "Plan").
We are familiar with the proceedings to date with respect to such
offering and have examined such records, documents and matters of law
and satisfied ourselves as to such matters of fact as we have considered
relevant for purposes of this opinion.
For purposes of this opinion, we have assumed the authenticity
of all documents submitted to us as originals and the conformity to the
originals of all documents submitted to us as copies. We have also
assumed the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the
authority of such persons signing on behalf of the parties thereto, and the
due authorization, execution and delivery of all documents by the parties
thereto.
We are of the opinion that when the Registration Statement shall
have become effective and the Shares shall have been issued on the
terms contemplated by the Plan, the Shares will be legally issued, fully
paid and non-assessable.
This opinion shall be limited to the laws of the State of Colorado
and the federal laws of the United States of America.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Frascona, Joiner & Goodman, P.C.
By: /s/ Gary S. Joiner
EXHIBIT 23.1 - CONSENT OF COUNSEL
January 21, 1998
Board of Directors
Sunburst Acquisitions II, Inc.
4807 S. Zang Way
Morrison, Colorado 80465
Dear Gentlemen:
We hereby consent to being named in the Registration
Statement as the attorneys who will pass upon legal matters in
connection with the sale of the shares referred to therein, and to the
filing of our opinion as an Exhibit to the Registration Statement.
Frascona, Joiner & Goodman, P.C.
By: /s/ Gary S. Joiner
EXHIBIT 23.2 - CONSENT OF ACCOUNTANTS
Board of Directors
SUNBURST ACQUISITIONS II, INC.
Gentlemen:
We consent to the incorporation by reference in this Form S-8 of
our report dated May 14, 1997 on the financial statements of Sunburst
Acquisitions II, Inc. and to references to our firm as experts in
accounting and auditing.
/s/Comiskey & Co.
January 21, 1998