As filed with the Securities and Exchange Commission on July 31, 2001
Registration No. 33-_________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CFI MORTGAGE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 65-0127741
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
SUITE 500, 601 CLEVELAND STREET, CLEARWATER, FLORIDA 33755
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(Address of principal executive offices) (ZIP Code)
STOCK COMPENSATION PAYABLE TO EMPLOYEES AND CONSULTANTS
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(Full title of plan)
STEPHEN E. WILLIAMS, Chief Executive Officer
SUITE 500, 601 CLEVELAND STREET, CLEARWATER, FLORIDA 33755
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(Name and address of agent for service)
(727) 674-1010
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(Telephone number, including area code, of agent for service)
Copy to:
Jackson L. Morris, Esq., 3116 West North A Street, Tampa, Florida 33609-1544
Telephone (813) 874-8854 Facsimile (813) 873-9628
CALCULATION OF REGISTRATION FEE
Title of each
class of
securities Proposed maximum Proposed maximum Amount of
to be Amount to be offering price aggregate registration
registered registered per unit offering price fee
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Common stock
$.001 par 2,214,117 $0.16 $354,259 $250.00
value
Note: The proposed maximum offering price per unit, proposed maximum aggregate
offering price and amount of the registration fee are based upon the price
established by the company.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1: Plan Information.
CFI Mortgage, Inc. (the "Company") is offering the common stock as compensation
for services rendered or to be rendered and not compensated in cash. The common
stock will be issued to the intended recipients upon the effective date of this
registration statement. The common stock is not being offered pursuant to a
plan. The issuance of the common stock is not subject to the Employee Retirement
Income Security Act of 1974. Additional information may be obtained from Stephen
E. Williams, chief executive officer of the Company. Mr. Williams' address is
Suite 500, 601 Cleveland Street, Clearwater, Florida 33755 and his telephone
number is (813) 674-1010.
The Company is offering an aggregate of 2,214,117 shares of its common stock,
$0.001 par value per share pursuant to this registration statement.
The following persons are participating in the distribution made pursuant to
this registration statement:
Name Number of shares Nature of services
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Kevin C. Gleason 100,000 legal services
James T. Kowalczyk (1) 640,625 business consulting
Philip McKeaney, Jr. 100,000 computer software consulting
(Clones American Corporation)
William Stemple 545,750 telemarketing consulting
(Marketing Consultants, Inc.)
Patricia Taylor 150,000 mortgage operations consulting
(New Directions Consulting Services, Inc.)
Rodger W. Stubbs 450,000 business consulting
Richard A. Price 161,742 investigative services
Robert Scarpetta 20,500 employee
Ken Reilly 20,500 employee
Barry Elkin 25,000 employee
Each of these participating persons has provided or will provide bona fide
services to the Company in payment for the shares and are believed to be within
the term "employee" as defined for purposes of Form S-8.
The shares will be treated as ordinary income at the fair market value thereof
on the date of receipt under the Internal Revenue Code ("Code").
ITEM 2: Registration Information and Employee Plan Annual Information.
Upon written or oral request, the Company will provide, without charge, a copy
of all documents incorporated by reference in Item 3 of Part II of this
Registration Statement, which are incorporated by reference in the Section 10(a)
Prospectus, and all other documents required to be delivered to "employees"
pursuant to Rule 428(b) promulgated under the Securities Act of 1933, as
amended, (the "Securities Act"). All requests should be made to CFI Mortgage,
Inc., Attn: Stephen E. Williams, chief executive officer of the Company. Mr.
Williams' address is Suite 500, 601 Cleveland Street, Clearwater, Florida 33755
and his telephone number is (727) 674-1010.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: Incorporation of Documents by Reference.
The following documents, which are on file with the Securities and Exchange
Commission (the "Commission"), are incorporated in this Registration Statement
by this reference: (a) Annual Report on Form 10-KSB for the year ended December
31, 2000, (b) Quarterly Report on Form 10-QSB for the quarter ended March 31,
2001, and reports filed on Form 8-K subsequent to December 31, 2000, including
any amendment thereto. (c) Notwithstanding the Company's registration under
Section 12 of the Securities Exchange Act of 1934, the Company has elected to
set forth a description of its common stock under Item 4, rather than
incorporate such information by reference, in view of the fact that the
registration statement in which the description is set forth is not available on
the Commission's EDGAR System and may be out of date.
All documents filed by the Registrant pursuant to Section 13(a), 14 and 15(d) of
the Exchange Act prior to the filing of a post-effective amendment which
indicates that all shares offered hereby have been sold or which deregisters all
shares then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by this reference and to be a part hereof from and after
the date of filing of such documents.
ITEM 4. Description of Securities.
The Company's common stock is registered pursuant to Section 12 of the
Securities Exchange Act of 1934. The Company elects to describe its common stock
herein, rather than incorporate such information by reference, in view of the
fact that the registration statement in which the description is set forth is
not available on the Commission's EDGAR System and may be out of date.
The authorized Common Stock of the Company consists of thirty-five million
shares, $0.001 par value per share. The Company will have 33,340,189 shares
issued and outstanding, following the issuance of 2,214,117 shares pursuant to
this Registration Statement. Holders of the Company's common stock (i) have
equal and ratable rights with all holders of issued and outstanding common stock
to dividends from funds legally available therefore, when, as and if declared by
the board of directors of the Company; (ii) are entitled to share ratably with
holders of issued and outstanding common stock in all of the assets of the
Company available for distribution to holders of common stock, upon liquidation,
dissolution or winding up of the affairs of the Company; (iii) do not have
preemptive, subscription or conversion rights; (iv) have no redemption or
sinking fund provisions applicable thereto; (v) have one vote on election of
each director and other matters submitted to a vote of stockholders; and (vi) do
not have cumulative voting rights.
ITEM 5. Interests of Named Experts and Counsel.
The Company will rely on an opinion given by Jackson L. Morris, Esq., Tampa,
Florida, as to the legality of the Shares. Mr. Morris is the record holder of
150,000 shares of the Company's common stock.
ITEM 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes indemnification
of directors and officers of the Company; allows the advancement of costs of
defending against litigation; and permits companies incorporated in Delaware to
purchase insurance on behalf of directors and officers against liabilities
whether or not in the circumstances such the Company would have the power to
indemnify against such liabilities under the provisions of the statute. The
Company's Certificate of Incorporation provides for indemnification of its
directors and officers to the fullest extent permitted by Section 145 of the
Delaware General Corporation Law. The Company's Certificate of Incorporation
eliminates any liability of a director or officers to the Company or its
stockholders for monetary damages for breach of such director's or officer's
fiduciary duties to the Company, except where a director or officer: (a)
breaches his or her duty of loyalty to the Company or its stockholders; (b)
fails to act in good faith or engages in intentional misconduct or knowing
violation of law; (c) authorizes payment of an illegal dividend or a stock
repurchase; or (d) obtains an improper personal benefit. While liability for
monetary damages has been eliminated, equitable remedies such as injunctive
relief or rescission remain available if (i) a director or officer breaches, or
fails to perform, his or her duties as a director; and (ii) the director's or
officer's breach of, or failure to perform, those duties constitute: (A) a
violation of criminal law, unless the director had reasonable cause to believe
his or her conduct was lawful or had no reasonable cause to believe his or her
conduct was unlawful; (B) a transaction from which the director derived an
improper personal benefit, either directly or indirectly; (C) a circumstance
under which the liability provisions regarding unlawful distributions are
applicable; (D) in a proceeding by or in the right of the Company to procure a
judgment in its favor or by or in the right of a shareholder, conscious
disregard for the best interest of the Company, or willful misconduct; or (E) in
a proceeding by or in the right of someone other than the Company or a
shareholder, recklessness or an act or omission which was committed in bad faith
or with malicious purpose or in a manner exhibiting wanton and willful disregard
of human rights, safety, or property. The Company's Certificate of Incorporation
and Bylaws provide that the Company shall, to the fullest extent permitted by
law, indemnify all directors and officers of the Company.
ITEM 7. Exemption From Registration Claimed
None of the shares of the Company's common stock covered hereby has been
previously issued in reliance upon an exemption from the registration
requirements of the Securities Act.
ITEM 8: Exhibits
4.1 Kevin C. Gleason's agreement to accept stock in lieu of cash payment of
legal fees.
4.2 James T. Kowalczyk's consulting agreement
4.3 Philip McKeaney's consulting agreement
(Clones American Corporation)
4.4 William Stemple's consulting agreement
(Marketing Consultants, Inc.)
4.5 Patricia Taylor's consulting agreement
(New Directions Consulting Services, Inc.)
4.6 Rodger W. Stubbs consulting agreement
(TransNational Resources, Inc.)
4.7 Acceptance letter from employees
5.1 Opinion of Jackson L. Morris, Esq.
24.1 Consent of Jackson L. Morris, Esq. (included in Exhibit 5.1)
24.2 Consent of independent auditors
ITEM 9: Undertakings.
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.
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 Clearwater, Florida on July 30, 2001.
CFI MORTGAGE, INC.
By: /s/ Stephen E. Williams
Stephen E. Williams, Chief Executive Officer
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.
Signature Capacity in Which Signed Date
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/s/ Stephen E. Williams Chief Executive Officer and July 30, 2001
Stephen E. Williams Director
(Principal Executive Officer)
/s/ Daniel M. Brown Chief Financial Officer July 30, 2001
Daniel M. Brown (Principal Financial Officer and
Principal Accounting Officer)
/s/ J. Steven Furniss Director July 30, 2001
J. Steven Furniss
/s/ James T. Kowalczyk Director July 30, 2001
James T. Kowalczyk