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As filed with the Securities and Exchange Commission on March 25, 1997
Registration No. 33-____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ATLANTIC CENTRAL
ENTERPRISES LIMITED
(Exact name of registrant as specified in its charter)
Bermuda Not applicable
(State or other jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or organization)
Atlantic Central
Enterprises Limited
Cedar House
41 Cedar Avenue
Hamilton HM12, Bermuda
(Address of principal executive offices)
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Consulting/Compensation Plan
(Full title of plan)
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Quinn & Associates, LLP
11400 W. Olympic Blvd.
Second Floor
Los Angeles, CA 90064-1544
(310) 914-0161
(Name and address of agent for service)
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(310) 914-0161
(telephone number, including area code,
of agent for service)
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Page one of 15 pages contained in the sequential numbering system. The Exhibit
order may be found at page 4.
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COPIES TO:
Kevin J. Quinn, Esq. Paul E. Heney, Esq.
Quinn & Associates, LLP Heney & Associates
11400 W. Olympic Blvd., 2nd Floor 8 King Street, E. #300
Los Angeles, CA 90064-1544 Toronto, Canada M5C 1B5
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities To Amount To Offering Price Aggregate Amount of
Be Registered Be Registered(1)(2) Per Share(3) Offering Price(3) Registration Fee
- ------------- ---------------- -------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Common Stock 150,000 $1.00 $150,000 $45.45
</TABLE>
(1) Pursuant to rule 416, the number of shares being registered shall be
adjusted to include any additional Common Stock that may become issuable as
a result of stock splits, stock dividends, or similar transactions in
accordance with anti-dilution provisions of stock options, and anti-dilutions
adjustments to the amount of Common Stock issuable pursuant to stock options
exercised thereafter.
(2) Represents 150,000 to be issued pursuant to the informal
consulting/compensation plan of Registrant and includes re-offers of such
shares.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h), based upon the average of the bid and asked
price of the Common Stock on March 20, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan information.
Omitted as permitted.
Item 2. Registrant information and Employee.
Not applicable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Atlantic Central Enterprises, Limited (the
"Company") are incorporated herein by reference:
(a) The Form 10-KSB for the fiscal year ended February 29, 1996 of
Pharma Patch, Plc, the Company's predecessor in interest.
(b) All other reports to be filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended since the end
of the Company's fiscal year ended February 28, 1997.
All reports or other documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference herein and
to be a part hereof from the respective dates of filing of such reports or
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Not applicable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion and consent of Quinn & Associates, LLP.
23.1 Consent of Quinn & Associates, LLP
(Included in Exhibit 5)
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of Ernst & Young
24 Power of Attorney (page 6 of this
Registration Statement)
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:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "Securities
Act"):
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 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, that paragraphs (a)(l)(i) and (a)(l)(ii) shall not apply to
information required to be included in a post-effective amendment by those
paragraphs which are contained in
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periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability
under the Securities 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) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions of Item 6 of this registration
statement, or otherwise, the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities 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
Securities 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hamilton, Bermuda, on March 25, 1997.
Atlantic Control Enterprises Limited
By: /s/ Murray D. Watson
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Murray D. Watson
Chairman of the Board and
Chief Executive Officer
We the undersigned, directors and officers of Atlantic Control
Enterprises Limited, do hereby constitute and appoint Murray Watson and Kevin
J. Quinn, or either of them, acting individually, as our true and lawful
attorneys and agents to do any and all acts and things in our name and on
behalf, in our capacities indicated below which said attorneys and agents, or
any one to them, may deem necessary or advisable to enable said corporation to
comply with the Securities and Exchange Commission, in connection with this
Registration statement, or amendment thereto, including specifically, but
without limitation, power and authority to sign for us or any of us in our
names and in our capacities indicated below, any and all amendments (including
post-effective amendments) hereof and we do hereby ratify and confirm all that
the said attorneys and agents, or any of them, shall do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated.
/s/ Murray Watson Chairman of the Board, March 25, 1997
- -------------------- Chief Executive Officer and
Murray Watson Director (Principal Executive
Officer)
/s/ Kenneth Howling Vice-President Finance March 25, 1997
- -------------------- (Chief Financial Officer)
Kenneth Howling
/s/ Kevin J. Quinn Director March 25, 1996
- --------------------
Kevin J. Quinn
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/s/ William G. Hutchison Director March 25, 1997
- ------------------------
William G. Hutchison
/s/ Peter Bubenzer Director March 25, 1997
- ------------------------
Peter Bubenzer
/s/ Judith Colles Director March 25, 1997
- ------------------------
Judith Colles
/s/ Kevin J. Quinn Authorized United March 25, 1997
- ------------------------ States Representative
Kevin J. Quinn
By: /s/ Murray Watson
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Murray Watson
Attorney in Fact
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INDEX TO EXHIBITS
EXHIBIT PAGE
- ------- ----
5 Opinion and Consent of Quinn & Associates, LLP . . . . . . . . 9
23.1 Consent of Quinn & Associates, LLP (Included in Exhibit 5) . . 9
23.2 Consent of Ernst & Young . . . . . . . . . . . . . . . . . . . 11
23.3 Consent of KPMG Peat Marwick LLP . . . . . . . . . . . . . . . 10
24 Power of Attorney (page 6 of this Registration Statement) . . 6
99 Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . 12
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Quinn & Associates, LLP
11400 W. OLYMPIC BOULEVARD SECOND FLOOR
LOS ANGELES, CALIFORNIA 90064-1544
TELEPHONE (310) 914-0161
FAX (310) 914-0162
March 24, 1997
Atlantic Central Enterprises Limited
Cedar House
41 Cedar Avenue
Hamilton HM12, Bermuda
Re: Atlantic Central Enterprises, Limited
Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the Registration Statement, on Form
S-8 together with exhibits thereto, to be filed by you relating to the
registration of 150,000 shares of Common Stock, par value $.001 per share (the
"Common Stock") issuable in connection with the Atlantic Central Enterprises,
Limited, a Bermuda corporation (the "Company") Consulting/Compensation plan. We
are familiar with the proceedings taken and to be taken by the Company in
connection with the issuance of shares of Common Stock under the Plan and the
authorization of such issuance thereunder, and have examined such documents and
such questions of law and fact as we have deemed necessary in order to express
the opinion hereinafter stated.
Based on the foregoing it is our opinion that the shares of Common
Stock of the Company to be issued pursuant to such plan have been duly
authorized, and that such Common Stock, when issued in accordance with the
terms of the plan will be legally and valid issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement.
Very truly yours,
Quinn & Associates, LLP
/s/ KEVIN J. QUINN
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Kevin J. Quinn
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 for the registration of 150,000 shares of the Common
Stock of Atlantic Central Enterprises Limited of our report dated May 25, 1995,
(except for note 3 which is as of May 9, 1996) on our audit of the consolidated
statements of earnings and loss and deficit and cash flows for the year ended
February 28, 1995 of Pharma Patch Plc (the "Company"), included in the
Company's Annual Report (Form 10-KSB) for the fiscal year ended February 29,
1996, filed with the Securities and Exchange Commission.
Chartered Accountants
Dublin, Ireland
March 21, 1997
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EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Atlantic Central Enterprises, Limited
(formally Pharma Patch Public Limited Company)
We consent to the use of our report incorporated herein by reference.
KPMG Peat Marwick LLP
Short Hills, New Jersey
March 21, 1997
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PROSPECTUS
This document constitutes part of a Prospectus covering securities that
have been registered under the Securities Act of 1933.
ATLANTIC CENTRAL ENTERPRISES, LIMITED
150,000 Common Stock
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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ATLANTIC CENTRAL ENTERPRISES, LIMITED
CONSULTING/COMPENSATION PLAN
Common Stock of Atlantic Central Enterprises, Limited (the
"Company") covered by this Prospectus may be issued from time to time to
consultants and professionals ("Selling Shareholders") pursuant to the
Consulting/Compensation Plan ("Plan").
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THIS PROSPECTUS MAY NOT BE USED FOR REOFFERS OR RESALES OF COMMON STOCK
ACQUIRED HEREUNDER. AN "AFFILIATE" OF THE COMPANY, AS DEFINED IN RULE 405 OF THE
GENERAL RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, MAY
PUBLICLY REOFFER OR RESELL COMMON STOCK ACQUIRED HEREUNDER ONLY PURSUANT TO AN
APPLICABLE EXEMPTION FROM REGISTRATION SUCH AS PROVIDED IN RULE 144 UNDER THE
SECURITIES ACT OF 1933.
A BENEFICIAL OWNER OF MORE THAN 10% OF THE COMMON STOCK OF THE
COMPANY SHOULD CONSIDER THE APPLICABILITY OF SECTIONS 16(a) AND 16(b) OF THE
SECURITIES EXCHANGE ACT OF 1934 IN CONNECTION WITH THE ACQUISITION AND THE
DISPOSITION OF THE COMMON STOCK OF THE COMPANY ACQUIRED PURSUANT TO THE PLAN.
IT IS ADVISABLE FOR SELLING SHAREHOLDERS TO CONSULT WITH LEGAL COUNSEL
CONCERNING THE SECURITIES AND TAX LAW IMPLICATIONS OF THE ACQUISITION OF SHARES
UNDER THE PLAN OR THE DISPOSITION OF SUCH SHARES.
The date of this Prospectus is March 25, 1997
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The Selling Shareholders may offer the Common Stock from time to
time in negotiated transactions in the over-the-counter market, at fixed prices
which may be changed from time to time, at market prices prevailing at the time
of the sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Shareholders may effect such transactions by
selling the Common Stock to or through securities broker/dealers, and such
broker/dealers may receive compensation in the form of discounts, concessions,
or commissions from the Selling Shareholders and/or the purchasers of the
Common Stock for whom such broker/dealers may act as agent or to whom they
sell as principal, or both (which compensation as to a particular
broker/dealer might be in excess of customary commissions). See "Selling
Shareholders" and "Plan of Distribution").
The Company will not receive any of the proceeds from the sale of the
Common Stock by the Selling Shareholders. The Company has agreed to bear all
expenses of this Offering, other than underwriting discounts, selling
commissions and fees and expenses of counsel and other advisers to the Selling
Shareholders.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information concerning the Company can be inspected and
copied at Room 1024 of the Commission's office at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and the Commission's Regional Offices in New York (26
Federal Plaza, New York, New York 10278), and Chicago (Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511), and
copies of such material can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W. Washington, D.C. 20549, at prescribed
rates. This Prospectus does not contain all information set forth in the
Registration Statement of which this Prospectus forms a part and exhibits
thereto which the Company has filed with the Commission under the Securities
Act and to which reference is hereby made.
The Company periodically sends annual reports to its shareholders. The
Company's annual reports include the Company's financial independent certified
public accountants.
DOCUMENTS INCORPORATED BY REFERENCE
The Company will provide, without charge, to each person to whom a copy
of the Prospectus is delivered, including any beneficial owner, upon the
written or oral request of such person, a copy of any or all of the documents
less such exhibits are specifically incorporated by reference into this
Prospectus). Requests should be directed to:
Atlantic Central Enterprises, Limited
Cedar House
41 Cedar Avenue
Hamilton HM12, Bermuda
Tel: (441) 295-2244
Attention: Secretary
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The following documents filed with the Commission by the Company
(Commission File No. 0-21891) are hereby incorporated by reference into this
Prospectus:
The Company's Annual Report on Form 10-KSB for the year ending February
29, 1996 and all documents to be filed with the Commission by the Company
pursuant to Sections 13(a), 13(c) 14 or 15(d) of the Exchange Act subsequent to
the date of this Prospectus and prior to the termination of the offering
registered hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of the filing of such
documents. Any reference herein shall be deemed to be modified or superseded
for the purposes of this Prospectus to the extent that a statement contained
herein modifies or supersedes such statement. Such statement so modified or
superseded shall not be deemed, except as so modified or superseded to
constitute a part of this Prospectus.
USE OF PROCEEDS
All of the shares offered by this Prospectus are being offered by an
owner of the Company's Common Stock (the Selling Shareholders) and were
issued by the Company as payment for services rendered. None of the proceeds
from this Offering will be received by the Company. Expenses expected to be
incurred by the Company in connection with this offering are estimated to be
approximately $5,000. The Selling Shareholders will pay all commission and
other compensation to any securities broker/dealers through which he sells any
of the Common Stock.
SELLING SHAREHOLDERS
The Company may issue up to 150,000 shares of its Common Stock to
the Selling Shareholders as payment for services provided to the Company. The
Company has filed a Form S-8 registration statement under the Securities Act of
1933, of which this Prospectus forms a part with respect to the resale of the
market or in privately negotiated transactions.
PLAN OF DISTRIBUTION
The Selling Shareholders may sell the Shares offered by this Prospectus
from time to time in negotiated transactions in the over-the-counter market at
fixed prices which may be changed from time to time, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Shareholders may effect such
transactions by selling the Common Stock to or through broker/dealers, and
such brokers commissions from the Selling Shareholders and/or the purchasers of
the Common Stock for whom such broker/dealers may act as agent or to whom
they may sell, as principal, or both (which compensation as to a particular
broker/dealer may be in excess of customary compensation).
The Selling Shareholder and any broker/dealers who act in connection
with the sale of the Common Stock hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act of
1933, and any commissions received by them and profit on any resale of the
Common Stock as principal might be deemed to be underwriting discounts and
commissions under the Securities Act of 1933.
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The Company has advised the Selling Shareholders that they and any
securities broker/dealers or other who may be deemed to be statutory
underwriters will be subject to the prospectus delivery requirement under the
Securities Act of 1933. The Company has also advised the Selling Shareholders
that in the event of a "distribution" of the shares owned by the Selling
Shareholders, such Selling Shareholders, any "affiliated purchasers", and any
broker/dealer or other person who participates in such distribution may be
subject to Rule 10b-6 under the Securities Exchange Act of 1934 until their
participation in that distribution is completed. A "distribution" as defined in
Rule 10b-6 as an offering of securities "that is distinguished from ordinary
trading transactions by the magnitude of the offering and the presence of
special selling efforts and selling methods". The Company has also advised the
Selling Shareholders that Rule 10b-7 under the 1934 Act prohibits any
"stabilizing bid" or "stabilizing purchase" for the purpose of pegging, fixing
or stabilizing the price of the Common Stock in connection with this
offering.
Rule 10b-6 makes it unlawful for any person who is participating in a
distribution to bid for or purchase stock of the same class as is the subject
of the distribution. If Rule 10b-6 applies to the offer and sale of any of the
Common Stock, then participating broker/dealers will be obligated to cease
market-making activities nine business days prior to their participation in the
offer and sale of such Common Stock and may not recommence market-making
activities until their participation in the distribution has been completed. If
Rule 10b-6 applies to one or more of the principal market-makers in the
Company's, the market price of such stock could be adversely affected.
RESTRICTIONS ON RESALE OF COMMON STOCK
Common Stock acquired under the Plan by an affiliate may be resold
only pursuant to the registration requirements of Securities Act of 1933, Rule
144, or another applicable exemption therefrom. Generally, sales of securities,
including Common Stock of the Company acquired pursuant to the Plan are
subject to anti-fraud provisions contained in federal and state securities
laws. Acquisitions and dispositions of Common Stock of the Company
(including the Common Stock acquired pursuant to the Plan) by a beneficial
owner of more than 10% of the Common Stock may give rise to the right of the
Company to recapture any profit from such transactions pursuant to Section
16(b) of the Securities Exchange Act of 1934.
It is advisable for Selling Shareholders to consult with legal counsel
concerning the securities law implications of the acquisition of Common Stock
under the Plan and the disposition of such shares.
REGISTRANT INFORMATION
All documents that are incorporated by reference into the Registration
Statement of which this Prospectus forms a part are hereby incorporated by
reference into this Prospectus.
The information contained in this Prospectus may be supplemented or
updated from time to time by means of appendices, prospectus supplements,
post-effective amendments or a combination of such means. In addition, as
described above certain documents filed with the Commission by the Company are
incorporated by reference into this Prospectus.
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