As filed with the Securities and Exchange Commission on March 29, 1999
Registration No. 33-____________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
AMERICAN CUSTOM COMPONENTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of
Incorporation or Organization)
81-0478643
(I.R.S. Employer
Identification No.)
3310 W. MacArthur Boulevard
Santa Ana, California 92704
(Address of Principal Executive Offices, Including Zip Code)
____________________
Consulting Agreement
Legal Services Agreement
(Full Title of the Plan)
____________________
John Groom
President
3310 W. MacArthur Boulevard
Santa Ana, California 92704
(714) 662-2080
(Name, Address, and Telephone Number of Agent for Service)
COPIES TO:
M. Richard Cutler, Esq.
Law Offices of M. Richard Cutler
610 Newport Center Drive, Suite 800
Newport Beach, California 92660
(949) 719-1977
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered per Share Offering Price Registration Fee
Common Stock,
par value $0.001 368,571 $0.30(1) $110,571.30 $38.13
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in this Part I are
being separately provided to each of the Registrant's eligible
consultants as specified by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference in this
Registration Statement:
(i) Registrant's Registration Statement on Form 10-SB,
filed with the Commission on March 3, 1998, aS amended by Amendment No. 1
filed with the Commission on December 22, 1998.
(ii) All other reports and documents subsequently filed by
the Registrant pursuant after the date of this Registration Statement
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange
Act of 1934 and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference and to be a part hereof from the date of the
filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the Common Stock offered hereby
will be passed upon for the Company by M. Richard Cutler, Esq., counsel
to the Company.
Along with the employees of the Law Offices of M. Richard Cutler,
Mr. Cutler holds a total of 215,821 shares of Common Stock of the Company.
Item 6. Indemnification of Directors and Officers.
The Corporation Laws of the State of Nevada and the Company's Bylaws
provide for indemnification of the Company's Directors for liabilities
and expenses that they may incur in such capacities. In general, Directors
and Officers are indemnified with respect to actions taken in good faith
in a manner reasonably believed to be in, or not opposed to, the best
interests of the Company, and with respect to any criminal action or
proceeding, actions that the indemnitee had no reasonable cause to believe
were unlawful. Furthermore, the personal liability of the Directors is
limited as provided in the Company's Articles of Incorporation.
Item 7. Exemption from Registration Claimed.
The Shares were issued for advisory and legal services rendered. These
sales were made in reliance of the exemption from the registration
requirements of the Securities Act of 1933, as amended, contained in
Section 4(2) thereof covering transactions not involving any public
offering or not involving any "offer" or "sale".
Item 8. Exhibits
4.1 Articles of Incorporation of the Registrant, as amended
(incorporated herein by reference to Exhibits 3.1 and 3.2 of the
Registrant's Registration Statement on Form 10-SB (File No. O-23859), as
amended (the "Form 10-SB").
4.2 Bylaws of the Registrant (incorporated herein by
reference to Exhibit 3.3 of the Registrant's Form 10-SB.
4.3 Michelson Group Corporate Development Agreement dated
July 30, 1997 (incorporated herein by reference to Exhibit 10.4 of the
Registrant's Form 10-SB.
4.4 Two (2) Option Agreements to the Michelson Group dated
August 22, 1997 (incorporated herein by reference to Exhibit 10.5 of the
Registrant's Form 10-SB.
4.5 Letter Agreement with Michelson dated October 13, 1998
regarding the issuance of stock
4.6 Legal Retainer Agreement of the Law Offices of
M. Richard Cutler.
4.7 Letter Agreement with Law Offices of M. Richard Cutler
dated February 23, 1999 regarding the issuance of stock.
5.1 Opinion of M. Richard Cutler, Esq., counsel to the
Registrant, regarding legality of securities being registered.
23.1 Consent of M. Richard Cutler (included in Exhibit 5.1).
23.2 Consent of Kelly & Company, Inc., Independent Public
Accountants.
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 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 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 of 1933,
each filing of the Registrant's Annual Report pursuant to 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.
(c) 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that is
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 Santa Ana, State of California,
on March 29, 1999.
American Custom Components, Inc.
/s/ John Groom
By: John Groom
Its: President
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 dates indicated.
/s/ John Groom President and Director
John Groom
/s/ Ed Loyd Secretary, Chief Financial
Ed Loyd Officer, and Director