SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under The Securities Act of 1933
EQUICAP, INC.
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(Exact name of Registrant as specified in charter)
CALIFORNIA 33-0652593
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
Stephen M. Siedow, Pres.
12373 East Cornell Avenue 12373 East Cornell Avenue
Aurora, Colorado 80014 Aurora, Colorado 80014
(303) 337-3384 (303) 337-3384
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(Address and telephone number of (Name, address and telephone
Registrant's Principal Executive Offices) number of agent for service)
2000 COMPENSATORY STOCK OPTION PLAN
(Full Title of the Plan)
Copies of all communications to:
Amy L. Clayton
Attorney At Law
2049 Brady Creek Circle
Sandy, Utah 84124
(801) 944-1268
<TABLE>
<CAPTION>
Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price per aggregate offering Amount of
registered Registered (1) share price (2) Registration Fee (3)
------------------- ------------- ------------------ ------------------ -------------------
<S> <C> <C> <C> <C>
Common stock,
no par value 3,000,000 $ .01 $ 30,000.00 $ 100.00
</TABLE>
(1) Includes an indeterminate number of additional shares that may be issued
pursuant to the above employee benefit plan as a result of any future stock
split, stock dividend or similar adjustment.
(2) Estimated for the purpose of calculating registration fee.
(3) The fee with respect to these shares has been calculated pursuant to Rules
457 (h) and 457 (c) under the Securities Act of 1933, as amended. The
Common Shares are quoted without price on the OTC Bulletin Board and the
registrant has no assets. The filing fee is less than $100, and therefore
only the minimum filing fee is due.
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<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
registration statement of EQUICAP, INC. ("Equicap") and in the related Section
10(a) prospectus:
(a) Equicap's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2000.
(b) Registration Statement on Form 10SB-12G (and Form 10SB-12G/A),
SEC file no. 0-31091, which contains audited financial statements
of Equicap for the years ended December 31, 1999 and 1998.
(c) Part I, Item 8 (Description of Securities) contained in Equicap's
Registration Statement on Form 10SB-12G, SEC file no. 0-31091.
In addition, all documents subsequently filed pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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
be deemed to be incorporated by reference into this registration statement and
to be a part hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Article FIVE of Equicap's Certificate of Incorporation authorizes
Equicap to indemnify any current or former director, officer, employee, or agent
of Equicap, or a person serving in a similar post in another organization at the
request of Equicap, against expenses, judgments, fines, and amounts paid in
settlement incurred by him in connection with any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, to the fullest extent not prohibited by the California
Corporations Code, public policy or other applicable law. Sections 317 and 204
of the California Corporations Code authorize a corporation to indemnify its
directors, officers, employees, or agents in terms sufficiently broad to permit
such indemnification under certain circumstances for liabilities (including
provisions permitting advances for expenses incurred) arising under the 1933
Act.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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<PAGE>
Item 8. EXHIBITS.
The Exhibits to this registration statement are listed in the Index to
Exhibits on page 4.
Item 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and 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.
(4) 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.
(5) Insofar as indemnification for liabilities 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.
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<PAGE>
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
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 Aurora, Colorado, on the date below.
DATED: October 20, 2000 EQUICAP, INC.
By /s/ Stephen M. Siedow
..........................................
Stephen M. Siedow, 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 respectively indicated.
/s/ Stephen M. Siedow Director, Chairman, President, Chief October 20, 2000
--------------------- Executive Officer, Chief Financial
Stephen M. Siedow Officer (principal executive officer)
INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Counsel regarding legality
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
99.1 2000 Compensatory Stock Option Plan
