SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PENN-AKRON CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 11-1843262
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(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
0-12597
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(Commission File No.)
5882 South 900 East, Suite 202
Salt Lake City, UT 84121
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(Address of Principal Executive Offices)
(801) 269-9500
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(Issuer's Telephone Number, including Area Code)
Consultant Compensation Agreement
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(Full Title of the Plan)
Curtis Olsen
5882 South 900 East, Suite 202
Salt Lake City, UT 84121
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(Name and Address of Agent for Service)
(801) 269-9500
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(Telephone Number, Including Area Code, of Agent for
Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE
OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415
UNDER THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED
ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS,
CHECK THE FOLLOWING BOX: [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum
Amount of
Securities to Amount to Price per Aggregate
be Registered be Registered Unit/Share Offering Price
Fee
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$0.01 par
value common
voting stock 100,000 $.50 $50,000
$13.90 (1)
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(1) Calculated according to Rule 230.457(h) of the
Securities and Exchange Commission, based upon the exercise price
of the options covering the underlying common stock to be issued
under the Plan.
PART I
Item 1. Plan Information.
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Plan.
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A copy of the Consultant Compensation Agreement(the
"Plan")is attached hereto and incorporated herein by reference.
Item 2. Registrant Information and Employee Plan Annual
Information.
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Available Information.
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Copies of the Plan, 10-KSB Annual Report of the
Registrant, all 10-QSB Quarterly Reports, any Current Reports
and/or proxy or information statements filed with the Securities
and Exchange Commission (the "Commission") during the past twelve
months have been provided to the Plan participants.
The Registrant also undertakes to furnish, without
charge, to any such participant or person purchasing any of the
securities registered hereby copies of all of such documentation.
Requests should be directed to Curtis Olsen, at the address and
telephone appearing on the Cover Page of this Registration
Statement.
Additional information regarding the Registrant may be
reviewed at the Commission's web site www.sec.gov.
PART II
Information Required in the Registration Statement
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Item 3. Incorporation of Documents by Reference.
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The following documents are incorporated by reference
into this Registration Statement and made a part hereof, to wit:
(a) The Registrant's 10-KSB Annual Report for the year
ended February 28, 1999;
(b) All other reports filed pursuant to Sections 13(a)
or 15(d)of the Securities Exchange Act of 1934 (the "Exchange
Act")for the past twelve months;
(c) Not applicable.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, 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 also be
deemed to be incorporated by reference into this Registration
Statement and made a part hereof from the date of the filing of
such documents.
Item 4. Description of Securities.
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The Registrant is authorized to issue $0.01 par value
common voting stock.
The holders of the $0.01 par value common stock of the
Registrant have traditional rights as to voting, dividends and
liquidation. All shares of common stock are entitled to one vote
on all matters; there are no pre-emptive rights and cumulative
voting is not allowed. The common stock is not subject to
redemption and carries no subscription or conversion rights. In
the event of liquidation of the Registrant, the holders of common
stock are entitled to share equally in corporate assets after
satisfaction of all liabilities.
Item 5. Interest of Named Experts and Counsel.
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Michael L. Labertew, Esq., who has prepared this
Registration Statement, the Plan and an Opinion regarding the
authorization, issuance and fully-paid and non-assessable status
of the securities covered by this Registration Statement, will
own 100,000 shares of common stock of the Registrant pursuant to
this Registration Statement, which have an undetermined market
value as due to lack of trading in the stock of the Registrant,
but which the Registrant has assigned the value of $.50 per
share. Mr. Labertew is not deemed to be an affiliate of the
Registrant or a person associated with an affiliate of the
Registrant. See Item 8 below.
Item 6. Indemnification of Directors and Executive Officers.
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Under the Delaware General Corporation Law, a
corporation has the power to indemnify any person who is made a
party to any civil, criminal, administrative or investigative
proceeding, other than an action by or in the right of the
corporation, by reason of the fact that such person was a
director, officer, employee or agent of the corporation, against
expenses, including reasonable attorneys' fees, judgments, fines
and amounts paid in settlement of any such actions; provided,
however, in any criminal proceeding, the indemnified person shall
have had no reason to believe the conduct committed was unlawful.
Item 7. Exemption from Registration Claimed.
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None.
Item 8. Exhibits.
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Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Michael L. Labertew, Esq.
23.2 Consent of Andersen, Andersen & Strong, C.P.A.
99 Consultant Compensation Agreement
Item 9. Undertakings.
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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 (the "1933
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; and
(iii) To include any additional or
changed 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, only to the extent
required by the general rules and regulations of the Commission.
(2) That, for the purpose of determining any
liability under the 1933 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) That for purposes of determining any liability
under the 1933 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 for liabilities arising
under the 1933 Act, as amended, may be permitted to directors,
executive officers and controlling persons of the Registrant as
outlined above or otherwise, the Registrant has been advised that
in the opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 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, executive
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, executive 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 it
is against public policy as expressed in the 1933 Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the 1933 Act, 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, on the date
or dates appearing opposite the respective signatures hereto.
REGISTRANT:
Date: 03/07/2000 By /s/ Curtis Olsen, President
Pursuant to the requirements of the 1933 Act, this
Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
Date: 03/07/2000 By /s/ Curtis Olsen
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Curtis Olsen, President and
Director
Securities and Exchange Commission File No. 0-12597
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PENN-AKRON CORPORATION
EXHIBIT INDEX
Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Michael L. Labertew, Esq.
23.2 Consent of Anderson, Anderson & Strong, C.P.A.
99 Consultant Compensation Agreement