As filed with the Securities and Exchange Commission on August 31, 1998
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SUNBURST ACQUISITIONS I, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-1135638
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4807 South Zang Way 80465
Morrison, Colorado (Zip Code)
(Address of principal executive offices)
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Robert P. Jeffcock Consulting Agreement
(Full title of the plan)
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Gary S. Joiner
4750 Table Mesa Drive
Boulder, CO 80303
(Name and address of agent for service)
(303) 494-3000
(Telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered (1)(2) per share (3)(4) price (3)(4) fee (4)
- ------------------------------------------------------------------------------------------------------------------------
Common Stock, no par 1,510,344 Shares $0.0002374 $358.56 $0.11
value per share
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<FN>
(1) The securities to be registered include an aggregate of 1,510,344
shares reserved for issuance under that certain Consulting Agreement,
dated as of May 15, 1998, by and between the Company and Robert P.
Jeffcock (the "Plan").
(2) Pursuant to Rule 416, this Registration Statement also covers such
additional shares as may hereinafter be offered or issued resulting
from stock splits, stock dividends, recapitalizations or certain other
capital adjustments.
(3) Estimated solely for purpose of calculating the registration fee.
(4) Calculated pursuant to Rule 457(h). Accordingly, the price per share of
the Common Stock offered hereunder pursuant to the Plan is calculated
to be $0.0002374 based on the book value of the Company as of April 30,
1998.
</FN>
</TABLE>
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<PAGE>
PART I
Information specified in Part I of Form S-8 (Items 1 and 2) is included
in documents sent or given to Plan participants as specified by Rule 428(b)(1)
under the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Sunburst Acquisitions I, Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents previously
filed by the Company with the Securities and Exchange Commission (the
"Commission"):
(1) The Company's Annual Report on Form 10-KSB filed with the
Commission for the fiscal year ended April 30, 1998.
(2) The description of the Company's Common Stock, no par value,
contained in the Company's Registration Statement on Form 10-SB/A dated November
18, 1997.
All documents filed by the registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock to be issued pursuant to
this registration statement will be passed upon by Frascona, Joiner and Goodman,
P.C. Frascona, Joiner and Goodman, P.C., is a legal counsel for the Company, and
Gary S. Joiner, who is a shareholder of Frascona, Joiner and Goodman, P.C., is
also a shareholder of the Registrant.
Item 6. Indemnification of Directors and Officers.
Article 109 of the Colorado Business Corporation Act: (i) gives
Colorado corporations broad powers to indemnify their present and former
directors and officers and those of affiliated corporations against expenses
(including attorneys fees), judgments, fines and other amounts paid in
settlement actually and reasonably incurred in connection with threatened,
pending or completed actions, suits, or proceedings to which they are parties or
are threatened to be made parties by reason of being of having been such
directors or officers, subject to specified conditions and exclusions; (ii)
gives an officer or director who successfully defends an action the right to be
so indemnified; and (iii) permits a corporation to buy directors' and officers'
liability insurance.
As permitted by Colorado law, the Registrant's Articles of
Incorporation provide that the Registrant will indemnify its directors and
officers against expenses and liabilities they incur to defend, settle, or
satisfy any civil or criminal action brought against them on account of their
being or having been directors or officers unless, in any such action, they are
adjudged to have acted with gross negligence or willful misconduct. The
Registrant's Articles of Incorporation also exclude personal liability for its
directors for monetary damages based upon any violation of their fiduciary
duties as directors, except as to liability for any breach of the duty of
loyalty, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, acts which constitute improper
distributions to shareholders in violation of Section 7-106-401 of the Colorado
Business Corporation Act, or any transaction from which a director receives an
improper personal benefit. This exclusion of liability does not limit any right
which a director may have to be indemnified and does not affect any director's
liability under federal or applicable state securities laws.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed.
None.
Item 8. Exhibits.
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<PAGE>
(a) Exhibits.
The following documents are filed as a part of this
registration statement.
Exhibit Description of Exhibit
5.1 Opinion of Frascona, Joiner and Goodman, P.C.
23.1 Consent of Frascona, Joiner and Goodman, P.C.
23.2 Consent of Comiskey & Company Professional Corporation
99 Agreement regarding consulting services, dated May 15,
1998, by and between Robert P. Jeffcock and the Company
(incorporated by reference to the Company's Annual
Report on Form 10-KSB filed with the Commission for the
fiscal year ended April 30, 1998)
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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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;
(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)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference 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 Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) 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.
(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.
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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 the City of Morrison, State of Colorado, on August 31, 1998:
SUNBURST ACQUISITIONS I, INC.
By: /s/ Jay Lutsky
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Jay Lutsky, President
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 included:
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<S> <C> <C>
Signature Capacity Date
- --------- -------- ----
/s/ Jay Lutsky President August 31, 1998
- --------------------------------- (Principal Executive
Jay Lutsky Officer), Director
/s/ Michael R. Quinn Secretary and Treasurer August 31, 1998
- --------------------------------- (Principal Financial Officer),
Michael R. Quinn Director
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Exhibit
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5.1 Opinion of Frascona, Joiner and Goodman, P.C.
23.1 Consent of Frascona, Joiner and Goodman, P.C.
23.2 Consent of Comiskey & Company Professional Corporation
99 Agreement regarding consulting services, dated as of May 15,
1998, by and between Robert P. Jeffcock and the Company
(incorporated by reference to the Company's Annual Report on Form
10-KSB filed with the Commission for the fiscal year ended April
30, 1998)
II-5
EXHIBIT 5.1 - OPINION REGARDING LEGALITY
August 30, 1998
Board of Directors
Sunburst Acquisitions I, Inc.
4807 S. Zang Way
Morrison, Colorado 80465
Re: Consulting Agreement, dated as of May 15, 1998
with Robert P. Jeffcock (the "Consulting Agreement")
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Sunburst Acquisitions I, Inc., a Colorado
corporation (the "Company"), in connection with the filing of the Company's
registration statement on Form S-8 with the Securities and Exchange Commission
on or about August 31, 1998 (the "Registration Statement") under the Securities
Act of 1933, as amended. The Registration Statement is being filed in connection
with the Company's offering of 1,510,344 shares of common stock (the "Shares")
of the Company pursuant to the Consulting Agreement.
We are familiar with the proceedings to date with respect to such
offering and have examined such records, documents and matters of law and
satisfied ourselves as to such matters of fact as we have considered relevant
for purposes of this opinion.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals and the conformity to the originals of
all documents submitted to us as copies. We have also assumed the genuineness of
the signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto, and the due authorization, execution and delivery of all
documents by the parties thereto.
We are of the opinion that when the Registration Statement shall have
become effective and the Shares shall have been issued on the terms contemplated
by the Agreement, the Shares will be legally issued, fully paid and
non-assessable.
This opinion shall be limited to the laws of the State of Colorado and
the federal laws of the United States of America.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Sincerely yours,
Frascona, Joiner & Goodman, P.C.
By: /s/ Gary S. Joiner
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Gary S. Joiner
EXHIBIT 23.1 - CONSENT OF COUNSEL
August 30, 1998
Board of Directors
Sunburst Acquisitions I, Inc.
4807 S. Zang Way
Morrison, Colorado 80465
Dear Gentlemen:
We hereby consent to being named in the Registration Statement on Form
S-8, dated August 31, 1998, as the attorneys who will pass upon legal matters in
connection with the sale of the shares referred to therein, and to the filing of
our opinion as an Exhibit to the Registration Statement.
Sincerely yours,
Frascona, Joiner & Goodman, P.C.
By: /s/ Gary S. Joiner
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Gary S. Joiner
EXHIBIT 23.2 - CONSENT OF ACCOUNTANTS
Board of Directors
SUNBURST ACQUISITIONS I, INC.
We consent to the incorporation by reference in the registration
statement of Sunburst Acquisitions I, Inc. (the "Company") on Form S-8 of our
report dated August 12, 1998 on the financial statements of the Company as of
and for the year ended April 30, 1998, the initial period ended April 30, 1997,
and the period from inception (February 25, 1997) to April 30, 1998, which
report is included in the Company's Annual Report on Form 10-KSB (File No.
000-22661) and to references in such registration statement to our firm as
experts in accounting and auditing.
/s/ Comiskey & Company
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Comiskey & Company
Professional Corporation
Denver, Colorado
August 31, 1998
