SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PRECOM TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Florida 06-1588136
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2255 Glades Road, Suite 324A, Boca Raton, Florida 33431
(Address of principal executive offices) (Zip code)
Consulting Agreement by and between Precom Technology, Inc. and Anslow
& Jaclin, LLP
Consulting Agreement between Precom Technology, Inc. and Moffitt &
Company, P.C.
Consulting Agreement between Precom Technology, Inc. and Interstate
Transfer Company
Consulting Agreement between Precom Technology, Inc. and George Gregor
(Full title of the plans)
International Financial Concierge Services, Inc.
2255 Glades Road, Suite 324A, Boca Raton, Florida 33431
(Name, address, including zip code, of agent for service)
Telephone number, with area code, of agent for service: (561) 988-2610
CALCULATION OF REGISTRATION FEE
Title of Amounts to Proposed Proposed Amount of
Securities be Maximum Maximum Registration
to be Registered Offering Aggregate Fee
Registered Price Per Offering
Share(1) Price
Common Stock 1,000,000 $0.02 $20,000 $1.84
Common Stock 500,000 $0.02 $10,000 $0.92
Common Stock 300,000 $0.02 $6,000 $0.55
Common Stock 500,000 $0.02 $10,000 $0.92
(1) Maximum offering price solely for the purpose of calculating the
registration fee pursuant to Rule 457(h)(1) of the Securities Act of
1933.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
CONSULTING AGREEMENT BY AND BETWEEN PRECOM TECHNOLOGY, INC. AND ANSLOW
& JACLIN, LLP
Introduction
Precom Technology, Inc., a Florida corporation (the "Company"), has
entered into an agreement, dated November 8, 2002, entitled Consulting
Agreement with Anslow & Jaclin, LLP, ("Anslow Consulting Agreement"),
which has performed legal services for the Company. The Anslow
Consulting Agreement is referred to as "Plan One" in this document.
The Anslow Consulting Agreement provides that the Company will issue up
to 1,000,000 shares of the Company's common stock, par value $0.001 per
share, (the "Anslow Compensation Shares") as consideration for the
legal services that have been previously provided to the Company. A
maximum of 1,000,000 shares of Anslow Compensation Shares may be issued
pursuant to Plan One. The Anslow Compensation Shares will be issued to
Richard Anslow and Gregg Jaclin, principals of Anslow & Jaclin, LLP, in
a ratio of 80% and 20% respectively ("Anslow Associated Persons").
The Company will issue the Anslow Compensation Shares in increments of
250,000 shares which will be sold on the open market by the Anslow
Associated Persons, the net proceeds of which will be credited toward
the unpaid balance of the services already rendered to the Company (the
"Anslow Balance"). If any remaining Anslow Balance is unpaid after
such sale the Company will issue an additional number of Anslow
Compensation Shares equal to the lesser of 250,000 shares or the number
of shares which is equal to the unpaid Anslow Balance divided by the
closing price of the Company's common stock on the day prior to the day
of issuance. If needed, the Company will issue additional 250,000
increments of stock until the Anslow Balance is paid in full. In the
event that the Anslow Compensation Shares are issued, sold and the
Anslow Balance remains unpaid, the Company will issue and register on
Form S-8 such additional shares, under the same terms and conditions,
as are required to satisfy the full Anslow Balance.
General
The term of Plan One is effective until the Anslow Balance is paid in
full. Plan One is not subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or
qualified under Section 401(a) of the Internal Revenue Code of 1986, as
amended (the "Code").
Participation in Plan One
The Anslow Associated Persons may participate in Plan One only if
Plan One remains in effect. The total number of Anslow Compensation
Shares under Plan One issued to Anslow Associated Persons may not
exceed 1,000,000 shares.
CONSULTING AGREEMENT BY AND BETWEEN PRECOM TECHNOLOGY, INC. AND MOFFITT
& COMPANY, P.C.
Introduction
The Company has entered into an agreement, dated November 7, 2002,
entitled Consulting Agreement with Moffitt & Company, P.C., ("Moffitt
Consulting Agreement"), which has performed accounting services for the
Company. The Moffitt Consulting Agreement is referred to as "Plan Two"
in this document. The Moffitt Consulting Agreement provides that the
Company will issue up to 500,000 shares of the Company's common stock,
par value $0.001 per share, (the "Moffitt Compensation Shares") as
consideration for the accounting services that have been previously
provided to the Company. A maximum of 500,000 shares of Moffitt
Compensation Shares may be issued pursuant to Plan Two. The Moffitt
Compensation Shares will be issued equally to Stanley Moffitt and Larry
Moffitt, principals of Moffitt & Company, P.C., ("Moffitt Associated
Persons"). The Company will issue the Moffitt Compensation Shares in
increments of 100,000 shares which will be sold on the open market by
the Moffitt Associated Persons, the net proceeds of which will be
credited toward the unpaid balance of the services already rendered to
the Company (the "Moffitt Balance"). If any remaining Moffitt Balance is
unpaid after such sale the Company will issue an additional number of
Moffitt Compensation Shares equal to the lesser of 100,000 shares or
the number of shares which is equal to the unpaid Moffitt Balance divided
by the closing price of the Company's common stock on the day prior to
the day of issuance. If needed, the Company will issue additional
100,000 increments of stock until the Moffitt Balance is paid in full.
In the event that the Moffitt Compensation Shares are issued, sold and
the Moffitt Balance remains unpaid, the Company will issue and register
on Form S-8 such additional shares, under the same terms and
conditions, required to satisfy the full Moffitt Balance.
General
The term of Plan Two is effective until the Moffitt Balance is paid in
full. Plan Two is not subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or
qualified under Section 401(a) of the Internal Revenue Code of 1986, as
amended (the "Code").
Participation in Plan Two
The Moffitt Associated Persons may participate in Plan Two only
if Plan Two remains in effect. The total number of Moffitt
Compensation Shares under Plan Two issued to Moffitt Associated Persons
may not exceed 500,000 shares.
CONSULTING AGREEMENT BY AND BETWEEN PRECOM TECHNOLOGY, INC. AND
INTERSTATE TRANSFER COMPANY
Introduction
The Company has entered into an agreement, dated November 7, 2002,
entitled Consulting Agreement with Interstate Transfer Company,
("Interstate Consulting Agreement"), which has performed consulting
services for the Company. The Interstate Consulting Agreement is
referred to as "Plan Three" in this document. The Interstate
Consulting Agreement provides that the Company will issue 100,000
shares of the Company's common stock, par value $0.001 per share, as
consideration for the consulting services that have been previously
provided to the Company and 200,000 shares of the Company's common stock,
par value $0.001 per share, as consideration for the consulting services
to be provided to the Company (collectively the "Interstate Compensation
Shares"). A maximum of 300,000 shares of Interstate Compensation Shares
may be issued pursuant to Plan Three. The Interstate Compensation Shares
will be issued to Janis Patterson, principal of Interstate Transfer Company,
("Interstate Associated Person"). The Company will issue the Interstate
Compensation Shares in increments of 100,000 shares immediately and 200,000
shares on or before January 15, 2003. The Interstate Compensation Shares
will be sold on the open market by the Interstate Associated Person, the net
proceeds of which will be credited toward the unpaid balance of the services
already rendered or to be rendered to the Company.
General
The term of Plan Three is effective until the Interstate Balance is
paid in full. Plan Three is not subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")
or qualified under Section 401(a) of the Internal Revenue Code of 1986,
as amended (the "Code").
Participation in Plan Three
The Interstate Associated Person may participate in Plan Three only if
Plan Three remains in effect. The total number of Interstate
Compensation Shares under Plan Three issued to Interstate Associated
Person may not exceed 100,000 shares.
CONSULTING AGREEMENT BETWEEN PRECOM TECHNOLOGY, INC. AND GEORGE GREGOR
Introduction
The Company has entered into an agreement, dated November 1, 2002,
entitled Consulting Agreement, ("Gregor Consulting Agreement"), with
George Gregor, an individual ("Gregor") who will perform consulting
services for the Company for a period of one year from the effective
date. The Gregor Consulting Agreement is referred to as "Plan Four" in
this document. The consulting services to be provided to the Company
consist of business consulting services. The Gregor Consulting
Agreement provides that the Company will issue 500,000 shares of the
Company's common stock, par value $0.001 per share, as consideration for
the consulting services to be performed (the "Gregor Compensation
Shares"). A maximum of 500,000 shares of Gregor Compensation Shares may
be issued pursuant to Plan Four.
General
The initial term of Plan Four is one year from its effective date,
November 1, 2002, but may be extended by mutual agreement until
terminated by either party. The parties may agree in writing to renew
or amend Plan Four. Plan Four is not subject to the provisions of
"ERISA" or qualified under Section 401(a) of the Code.
Participation in Plan Four
Gregor may participate in Plan Four only if Plan Four remains in
effect. The total number of Gregor Compensation Shares issued to
Gregor may not exceed 500,000 shares.
General Provisions
Plan One, Plan Two Plan, Three and Plan Four are referred to
collectively as the Plan Agreements. This document concerns only those
provisions of the Plan Agreements relating to the shares issued
thereunder (the "Shares") and the Plan Agreements provisions relating
to the Shares are referred to collectively as the Plans.
The current members of the Board of Directors of the Company are Robert
Hipple, Rodney Read and Nicholas M. Calapa. The address of the
Board of Directors is: c/o the Company, 2255 Glades Road, Suite 324A,
Boca Raton, Florida 33431. The telephone number is (561) 988-2610.
Information concerning changes in the membership of the Board of
Directors or the appointment of any committee will be provided in the
future either in the Company's proxy statements, annual or other
reports, or in amendments to this document.
Resale of Shares
The Shares issued under the Plans may be freely sold, subject to the
requirement that any sales by "affiliates" of the Company, as defined
under the Securities Act of 1933 (the "Securities Act"), and donees of
affiliates, must be made either pursuant to a separate prospectus
prepared in accordance with the requirements of the Securities Act or
pursuant to Rule 144 under the Securities Act. Generally, a person who
is not an executive officer, director or holder of 10% or more of the
shares of the Company or of the shares of one of the Company's
subsidiaries, would not be deemed to be an "affiliate" of the Company.
Federal Income Tax Consequences
The following discussion of the federal income tax consequences of
participation in the Plans is only a summary, does not purport to be
complete, and does not cover, among other things, state and local tax
consequences. In addition, differences in participants' financial
situations may cause federal, state, and local tax consequences of
participation in the Plans to vary. Therefore, each participant in the
Plans is urged to consult his or her own accountant, legal counsel, or
other financial advisor regarding the tax consequences of participation
in the Plans. This discussion is based on the provisions of the Code
as presently in effect.
Upon receipt of the Shares, participants will recognize ordinary income
in an amount equal to the fair market value of the Company's common
stock, par value $0.001. Upon the sale of the Shares the participant
will recognize short-term or long-term capital gain, or loss, as the
case may be, in an amount equal to the difference between the amounts
he or she receives from the sale of those shares and the participant's
tax basis in the shares. The participant's tax basis in the Shares
will be equal to the fair market value of the shares acquired. The
holding period will begin on the day after the tax basis of the shares
is determined.
The ordinary income recognized by the participants upon receipt of
Shares is considered to be non-employee compensation from the Company.
The Company will be entitled to expense as compensation the amount of
ordinary income, which each participant in the Plans recognizes. As
with other forms of compensation, withholding or self-employment tax
and other trust fund payments will be due. The participants in the
Plans will be solely responsible for paying withholding or self-
employment taxes and other trust fund payments on the amounts received,
as non-employee compensation.
Additional Information
The Company will provide to any participant in the Plans, upon written
request, a copy, without charge, of the Company's periodic reports
filed with the Securities and Exchange Commission (the "Commission"),
including its latest annual report on Form 10-KSB and its quarterly
reports on Form 10-QSB. The Company will also provide any participant
of the Plans, upon written or oral request, a copy, without charge, of
the documents incorporated by reference in Item 3 of Part II of this
Form S-8 registration statement. Written or oral requests for such
information should be directed to Glenn Liddell, Corporate Secretary,
at 2255 Glades Road, Suite 324A, Boca Raton, Florida 33431; telephone
number (561) 988-2610.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by
reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2001, filed with the Commission on April 15,
2002.
2. All reports filed by the Company with the Commission
pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as
amended (the "Exchange Act"), since the end of the fiscal year ended
December 31, 2001.
Prior to the filing of a post-effective amendment that indicates that
all securities covered by this Registration Statement have been sold or
that deregisters all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed
to be incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and documents.
Item 4. Description of Securities
The common stock par value $.001 per share (the "Common Stock") of the
Company being registered pursuant to this registration statement is
part of a class of securities registered under Section 12 of the
Exchange Act. Pursuant to the Articles of Incorporation of the
Company, the Company is authorized to issue 25,000,000 shares of Common
Stock. The holders of the Common Stock are entitled to one vote per
share on each matter submitted to a vote at any meeting of
shareholders. Shares of Common Stock do not carry cumulative voting
rights and, therefore, a majority of the shares of outstanding Common
Stock will be able to elect the entire board of directors and, if they
do so, minority shareholders would not be able to elect any persons to
the board of directors. The Company's articles of incorporation and
bylaws provide that a majority of the issued and outstanding shares of
the Company shall constitute a quorum for shareholders' meetings,
except with respect to certain matters for which a different percentage
quorum is required by statute.
Shareholders of the Company have no preemptive rights to acquire
additional shares of Common Stock or other securities. The Common
Stock is not subject to redemption and carries no subscription or
conversion rights. In the event of liquidation of the Company, the
shares of Common Stock are entitled to share equally in corporate
assets after satisfaction of all liabilities and payment of any
preferences on preferred stock. The Articles of Incorporation
authorize the issuance of 10,000,000 shares of preferred stock of which
8,125,000 shares of preferred stock currently are issued and
outstanding.
Holders of Common Stock are entitled to receive such dividends as the
board of directors may from time to time declare out of funds legally
available for the payment of dividends.
The board of directors has the authority to issue the authorized but
unissued shares of Common Stock without action by the shareholders.
The issuance of such shares would reduce the percentage ownership held
by persons acquiring Common Stock in the Plans and may dilute the book
value of the then existing shareholders.
Item 5. Interests of Named Experts and Counsel
No expert or counsel for the Company named in this registration
statement as having prepared or certified any part hereof, or as having
given an opinion as to the validity of the securities being registered
was employed on a contingency basis, or has or is to receive, in
connection with the offering, a substantial interest, direct or
indirect, in the Company or its subsidiaries. In addition no such
expert or counsel is connected with the Company or its subsidiaries as
a promoter, managing underwriter, voting trustee, director, officer, or
employee.
Item 6. Indemnification of Directors and Officers
Florida Statutes Annotated section 607.0850 (1993) (the "Florida
Statute") permits corporations to indemnify directors or officers
against any judgments, fines, settlements and reasonable expenses
incurred by reason of their being or having been parties to actions or
proceedings (other than actions by or in right of the corporation),
whether civil, criminal, administrative or investigative. This
indemnification is permissible only if the director or officer acted
within the applicable standard of conduct or if ordered by a court. In
civil actions or proceedings, a director or officer satisfies the
applicable standard of conduct if he or she acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation. In criminal actions, the applicable
standard is satisfied if the director or officer had no reasonable
cause to believe his or her conduct was unlawful. The board of
directors acting through a quorum of disinterested directors,
independent legal counsel or shareholders who were not parties to the
proceedings shall determine whether the applicable standard of conduct
is satisfied.
In actions by or in the right of the corporation, the corporation may
also indemnify directors and officers whose actions fall within the
applicable standard of conduct. However, the corporation may not
indemnify a director or officer for expenses incurred in defense or
settlement of any claim, issue or matter on which the officer or
director is liable to the corporation unless and to the extent the
court determines, in light of all the circumstances, that the director
or officer is fairly and reasonably entitled to indemnity for those
expenses despite the adjudication of liability.
The Florida Statute confers an absolute right to indemnification for
expenses actually and reasonably incurred, including attorneys' fees,
to the extent a director or officer is successful on the merits or
otherwise in defense of any claim, issue, or matter. The Florida
Statute also permits a corporation to pay attorneys' fees and other
litigation expenses on behalf of a director or officer in advance of
the final disposition of the action upon receipt of an undertaking by
or on behalf of that director or officer to repay the expenses to the
corporation if it is ultimately determined that the director or officer
is not entitled to indemnification or to the extent the expenses so
advanced by the corporation exceed the indemnification to which the
officer or director is entitled. The Florida Statute does not exclude
other indemnification rights to which a director or officer may be
entitled under the certificate of incorporation, a bylaw, an agreement,
a vote of shareholders, or otherwise so long as these rights are not
inconsistent with the Florida Statute. The Florida Statute also
permits corporations to purchase and maintain indemnity insurance.
The foregoing discussion of indemnification merely summarizes certain
aspects of indemnification provisions and is limited by reference to
West's Florida Statutes Annotated Section 607.0850 (1993).
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to
members of the board of directors, officers, employees, or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
No restricted securities are being re-offered or resold pursuant to
this registration statement.
Item 8. Exhibits.
The following exhibits are attached to this Registration Statement:
Exhibit No. SEC Ref. No. Description of Exhibit
1 4 Consulting Agreement
between Precom Technology, Inc.
and Anslow & Jaclin, LLP,
dated November 8, 2002.
2 4 Consulting Agreement between
Precom Technology, Inc. and
Moffitt & Company, P.C., dated
November 7, 2002.
3 4 Consulting Agreement
between Precom Technology, Inc.
and Interstate Transfer Company,
dated November 7, 2002.
4 4 Consulting Agreement
between Precom Technology, Inc.
and George Gregor, dated
November 1, 2002.
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
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 this 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 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 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 Boca Raton,
State of Florida, on the 18th day of November, 2002.
PRECOM TECHNOLOGY, INC.
By________________________
Robert Hipple, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert Hipple, with power of
substitution, as his attorney-in-fact for him, in all capacities, to
sign any amendments to this registration statement and to file the
same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact or his
substitutes may do or cause to be done by virtue hereof.
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.
Signature Title Date
___________________ Chairman of the Board, November 18, 2002
Robert Hipple Chief Executive Officer,
President, Director
___________________ Vice-President, Chief November 18, 2002
Rodney Read Operating Officer, Director
___________________ Director November 18, 2002
Nicholas M. Calapa
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Precom Technology, Inc.
(A Florida Corporation)
INDEX TO EXHIBITS
Exhibits
SEC Ref. Description of Exhibit Sequentially
No. Numbered Pages
4 Consulting Agreement
between Precom Technology, Inc.
and Anslow & Jaclin, LLP,
dated November 8, 2002.
4 Consulting Agreement between
Precom Technology, Inc. and
Moffitt & Company, P.C., dated
November 7, 2002.
4 Consulting Agreement
between Precom Technology, Inc.
and Interstate Transfer Company,
dated November 7, 2002.
4 Consulting Agreement
between Precom Technology, Inc.
and George Gregor, dated
November 1, 2002.