As filed with the Securities and Exchange Commission on June 21, 2002
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
USCORP
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(Exact Name of Registrant as specified in its charter)
Nevada 87-0403330 6719
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(State or other jurisdiction of IRS Employer Primary Standard Industrial
Incorporation or organization) Identification Number) Classification Code Number)
4535 W. Sahara Ave., Suite 204
Las Vegas, Nevada 89102
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(Address, including zip code of registrant's principal executive offices)
(702) 933-4034
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(Registrant's Area Code and Telephone Number)
USCORP
Employee Compensation Plan
and Form of Compensation Agreement
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(Full Title of Plans)
Larry Dietz, President
USCORP
4535 W. Sahara Ave., Suite 204
Las Vegas, Nevada 89102
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Each Class Proposed Maximum Proposed Amount of
of Securities Amount to be Offering Price Maximum Aggregate Registration
to be Registered Registered (1) Per Share (2) Offering Price (2) Fee
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Common 4,200,000 $.72 $3,024,000 $278.21
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(1) Consists of shares granted and to be granted pursuant to the USCORP Employee
Compensation Plan, subject to adjustment for anti-dilution as provided therein.
(2) The proposed maximum offering price and the proposed maximum aggregate
offering price have been calculated pursuant to Rule 457(h)(1) on the basis of
the average closing price for the last five days of trading.
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EXPLANATORY NOTE
USCorp has prepared this Registration Statement in accordance with the
requirements of Form S-8 under the Securities Act to register 4,200,000 shares
of Common Stock, par value $.01 per share, granted under a certain Employee
Compensation Plan. The information required by Part I of Form S-8 with respect
to the foregoing shares is included in documents sent or given to participants
in the Plan pursuant to Rule 428(b)(1) of the Securities Act
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by USCORP (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to their reporting requirements under section 13 or 15(d) of the
Securities Exchange Act of 1934 ("the Exchange Act" or "the Act"), are
incorporated by reference into this Registration Statement:
(a) The Registrant's most recent report on Form 8-K dated June 12,
2002, filed with the Commission on June 13, 2002;
(b) The Registrant's most recent Annual Report on Form 10-KSB for the
fiscal year ended September 30, 2001, filed with the Commission on February 4,
2002;
(c) The Registrant's most recent Form 10-Q for the quarter ended March
31, 2002, filed with the Commission on May 14, 2002; and
(d) All documents subsequently filed by USCORP with the Commission
after the date of this Registration Statement pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Exchange Act 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 issued, or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be part hereof from the date of filing such
documents.
Any statement contained in a document incorporated or deemed to be
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 other subsequently filed document that also is or is
deemed to be 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.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Limitation of Liability.
(a) The Registrant's Articles of Incorporation do not contain any
provisions regarding limits of liability.
(b) Nevada Revised Statutes.
"NRS 78.747 Liability of stockholder, director or officer for debtor
liability of corporation.
1. Except as otherwise provided by specific statute, no
stockholder, director or officer of a corporation is individually liable for a
debt or liability of the corporation, unless the stockholder, director or
officer acts as the alter ego of the corporation.
2. A stockholder, director or officer acts as the alter ego of a
corporation if:
(a) The corporation is influenced and governed by the
stockholder, director or officer;
(b) There is such unity of interest and ownership that the
corporation and the stockholder, director or officer are inseparable from each
other; and
(c) Adherence to the corporate fiction of a separate entity
would sanction fraud or promote a manifest injustice.
3. The question of whether a stockholder, director or officer
acts as the alter ego of a corporation must be determined by the court as a
matter of law."
Indemnification.
(a) Articles of Incorporation.
The Articles of Incorporation of the Registrant provide for the following
regarding indemnification:
"Section 1. The corporation shall 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 (other than 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' fee),
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judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonable believed to be in or not opposed to the best
interest of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act 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 reasonable cause to believe that his conduct was unlawful.
2. The corporation shall 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 the Corporation as a
director, officer employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fee),
actually and reasonable incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonable believed to be in or not opposed to the best interest of the
Corporation and except no indemnification shall be made in respect of any claim,
issue or matter as to which such a person shall have been adjudged to be liable
for negligence of misconduct in the performance of his duty to the Corporation
unless and only to the extent the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper.
3. To the extent that any person referred to in paragraphs 1 and 2 of this
Article XI has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to therein or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
4. Any indemnification under paragraphs 1 and 2 of this Article XI (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in paragraphs 1 and 2 of this Article
XI. Such determination shall be made (a) by the Board of Directors by majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (b) if such quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (c) by the stockholders.
5. Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
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officer, employee or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation as provided
in this Article XI.
6. The indemnification provided by this Article XI shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any statute, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such person.
7. The Corporation shall have power to purchase and maintain insurance on
behalf of any person who 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 any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article XI.
8. For the purposes of this section, references to "the corporation"
include all constituent corporations absorbed in a consolidation or merger as
well as the resulting or surviving corporation so that any person who is or was
a director, officer, employee or agent of such constituent corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise shall stand in the same position under the
provisions of this section with respect to the resulting or surviving
corporation as he would if he had served the resulting or surviving corporation
in the same capacity."
(b) Bylaws.
The Bylaws of the Registrant do not contain any provisions with respect to
indemnification:
(c) Nevada Revised Statutes.
"NRS 78.7502 Discretionary and mandatory indemnification of officers,
directors, employees and agents: General provisions.
1. A 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:
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(a) Is not liable pursuant to NRS 78.138 [directors and officers duty to
exercise their powers in good faith and with a view to the interests of the
corporation]; or
(b) 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.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent, does
not, of itself, create a presumption that the person is liable pursuant to NRS
78.138 or did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation, or that, with
respect to any criminal action or proceeding, he had reasonable cause to believe
that his conduct was unlawful.
2. A 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 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:
(a) Is not liable pursuant to NRS 78.138; or
(b) 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.
3. 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 in subsections 1 and 2, 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.
NRS 78.751 Authorization required for discretionary indemnification;
advancement of expenses; limitation on indemnification and advancement of
expenses.
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1. Any discretionary indemnification pursuant to NRS 78.7502, unless
ordered by a court or advanced pursuant to subsection 2, may be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting
of directors who were not parties to the action, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion.
2. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
3. The indemnification pursuant to NRS 78.7502 and advancement of expenses
authorized in or ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, for either an action in his official capacity or an
action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the
advancement of expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
NRS 78.752 Insurance and other financial arrangements against liability of
directors, officers, employees and agents.
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1. A corporation may purchase and maintain insurance or make other
financial arrangements on behalf of any person who 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 for any
liability asserted against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out of his status
as such, whether or not the corporation has the authority to indemnify him
against such liability and expenses.
2. The other financial arrangements made by the corporation pursuant to
subsection 1 may include the following:
(a) The creation of a trust fund.
(b) The establishment of a program of self-insurance.
(c) The securing of its obligation of indemnification by granting a
security interest or other lien on any assets of the corporation.
(d) The establishment of a letter of credit, guaranty or surety.
No financial arrangement made pursuant to this subsection may provide
protection for a person adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable for intentional misconduct,
fraud or a knowing violation of law, except with respect to the advancement of
expenses or indemnification ordered by a court.
3. Any insurance or other financial arrangement made on behalf of a person
pursuant to this section may be provided by the corporation or any other person
approved by the board of directors, even if all or part of the other person's
stock or other securities is owned by the corporation.
4. In the absence of fraud:
(a) The decision of the board of directors as to the propriety of the
terms and conditions of any insurance or other financial arrangement made
pursuant to this section and the choice of the person to provide the insurance
or other financial arrangement is conclusive; and
(b) The insurance or other financial arrangement:
(1) Is not void or voidable; and
(2) Does not subject any director approving it to personal
liability for his action, even if a director approving the insurance or other
financial arrangement is a beneficiary of the insurance or other financial
arrangement.
5. A corporation or its subsidiary which provides self-insurance for itself
or for another affiliated corporation pursuant to this section is not subject to
the provisions of Title 57 of NRS."
USCorp has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The Company has unregistered securities issued to a limited number of
persons, pursuant to an Employee Compensation Plan of USMetals, Inc.,
("USMetals"), a recently acquired private Nevada Corporation. No underwriters or
underwriting discounts or commissions were involved. There was no public
offering in any such transaction, and the Company believes that each transaction
was exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"), by reason an exemption provided under Rule 701
(17 CFR 230.701).
In reliance on 17 CFR 230.701, the plan shares issued thereunder are deemed
to be "restricted securities" (as that term is defined in 17 CFR 230.144), thus,
the resale of the plan shares must be in compliance with the registration
requirements of the Securities Act of 1933 (the "Act"), or by an exemption from
those requirements; however, the plan shares may be resold 90 (ninety) days from
the date the USMetals became subject to the reporting requirements of section 13
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), as in the
case of USMetals becoming acquired by a reporting company as the result of that
certain Stock Transfer Agreement, dated April 2, 2002. Moreover, the Company
believes the plan shares may be resold at any time by persons who are not
"affiliates" of USMetals or the Company (as defined in 17 CFR 230.144) in
reliance on 17 CFR 230.144 without compliance with paragraphs (c), (d), (e), and
(h) of paragraph (d) of section 230.144.
ITEM 8. EXHIBITS.
Exhibit No. Description
4 Employee Compensation Plan.
5 Opinion of Roy C. Hopkins, Esq. regarding legality of the
Securities being registered.
23.1 Consent of Henry Schiffer, CPA, independent auditor
23.2 Consent of Counsel (included in Exhibit 5).
ITEM 9. UNDERTAKINGS.
The Registrant undertakes that it will:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
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the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement.
(iii) Include any additional or changed material information
on the plan of distribution not previously disclosed in the Registration
Statement.
PROVIDED, HOWEVER, that Registrant does not need to give the
statements in paragraph (1)(i) and (1)(ii) if the information required in a
post-effective amendment is incorporated by reference from periodic reports
filed by USCORP under the Exchange Act.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new Registration Statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") 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.
If 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 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 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 hereunder to be signed by the following persons in the capacities and
on the date indicated:
Signature Title Date
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/s/Robert Dultz
___________________ Chairman and CEO June 20, 2002
Robert Dultz
/s/Larry Dietz
___________________ President and Director June 20, 2002
Larry Dietz
/s/Michael D Love
___________________ Vice President June 20, 2002
Michael D Love
/s/Donald E Brown
___________________ Vice President June 20, 2002
Donald E Brown
/s/Spencer Eubank
___________________ Secretary, Treasurer and Director June 20, 2002
Spencer Eubank
/s/Carl O'Baugh
___________________ Vice President and Director June 20, 2002
Carl O'Baugh
/s/Tom Owens
___________________ Director June 20, 2002
Tom Owens
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EXHIBIT INDEX
Number Exhibit Description
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4 Employee Compensation Plan, dated September 8, 2000.
5 Opinion Re: Legality.
23.1 Consent of Accountants.
23.2 Consent of Counsel (included in Exhibit 5).
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