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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8 POS/2
Registration Statement
Under
The Securities Act of 1933, as amended.
PNW CAPITAL, INC.
(Exact name of registrant as specified in charter.)
DELAWARE 06-1474412
(State of other jurisdiction (I.R.S. Employer of incorporation
or organization) Identification Number)
409 Granville Street
Suite 1010
Vancouver, British Columbia, Canada V6C 1T2
(604) 609-0409
(Address and telephone of executive offices, including zip code.)
PNW CAPITAL, INC.
2000 NONQUALIFIED STOCK OPTION PLAN
Wayne Miller, President
PNW CAPITAL, INC.
409 Granville Street
Suite 1010
Vancouver, British Columbia, Canada V6C 1T2
(604) 609-0409
(Name, address and telephone of agent for service)
Copies of all communications, including all communications sent to
the agent for service, should be sent to:
Conrad C. Lysiak, Esq.
601 West First Avenue
Suite 503
Spokane, Washington 99201
(509) 624-1475
In addition, pursuant to rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit
plan described herein.
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CALCULATION OF REGISTRATION FEE
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Aggregate
Proposed Proposed
Title of Each Maximum Maximum
Class of Offering Aggregate Amount of
Securities to Amount to be Price per Offering Registration
be Registered Registered Unit/Share Price [1] Fee [1]
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Common
Shares,
$0.001 par value,
issuable upon
exercise of
stock options
by Grantees 10,000,000 $ 0.05 $ 500,000 $ 132.00
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Totals 10,000,000 $ 0.05 $ 500,000 $ 132.00
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[1] Based upon the mean between the closing bid and ask prices for
common shares on August 14, 2000, in accordance with Rule 457(c).
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this
Registration Statement and made a part hereof:
(a) The Registrant's Form 10-SB (SEC file #000-27311) filed with the
Securities and Exchange Commission (the "Commission) on September
13, 1999 and all amendments thereof.
(b) The Registrant's Form 8-K13G3 (SEC #000-30651) filed with the
Commission and all amendment thereto.
(c) The Registrant's Form S-8 (SEC #333-43860) filed with the
Commission and on August 16, 2000 and all amendment thereto.
(d) All other reports filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "Exchange Act") since filing
the aforementioned Form 10-SB.
ITEM 4. DESCRIPTION OF SECURITIES.
Common Stock.
The authorized Common Stock of the Company consists of 100,000,000
shares of $0.001 par value Common Stock. As of August 14, 2000,
35,540,000 shares are issued and outstanding. Shares owned by existing
"affiliates" of the Company, are subject to the limitations of Reg. 144
promulgated under the Securities Act of 1933 (the "Act").
In general, under Reg. 144, a person (or persons whose shares are
aggregated) who has satisfied a one (1) year holding period may sell in
ordinary market transactions through a broker or with a market maker,
within any three (3) month period a number of shares which does not
exceed the greater of one percent (1%) of the number of outstanding
shares of Common Stock or the average of the weekly trading volume of
the Common Stock during the four calendar weeks prior to such sale.
Sales under Reg. 144 require the filing of Form 144 with the Securities
and Exchange Commission. If the shares of Common Stock have been held
for more than two (2) years by a person who is not an affiliate, there
is no limitation on the manner of sale or the volume of shares that may
be sold and no Form 144 is required. Sales under Reg. 144 may have a
depressive effect on the market price of the Company's Common Stock.
All shares have equal voting rights and are not assessable.
Voting rights are not cumulative and, therefore, the holders of more
than 50% of the Common Stock could, if they chose to do so, elect all
of the directors of the Company.
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Upon liquidation, dissolution or winding up of the Company, the
assets of the Company, after the payment of liabilities, will be
distributed pro rata to the holders of the Common Stock. The holders
of the Common Stock do not have preemptive rights to subscribe for any
securities of the Company and have no right to require the Company to
redeem or purchase their shares. The shares of Common Stock presently
outstanding are fully paid and non-assessable.
Dividends
Holders of the Common Stock are entitled to share equally in
dividends when, as and if declared by the Board of Directors of the
Company, out of funds legally available therefore. No dividend has
been paid on the Common Stock since inception, and none is contemplated
in the foreseeable future.
Transfer Agent
Fidelity Transfer Company, 1800 Southwest Temple, Suite 301, Salt
Lake City, Utah 84115 is the Company's transfer agent.
The Registrant is authorized to issue only one class of
securities, being comprised of $0.001 par value common stock. Common
Stock.
The holders of the $0.001 par value common stock of the Registrant
have traditional rights as to voting, dividends and liquidation. All
shares of common Stock are entitled to one vote on all matters. There
are no pre-emptive rights and cumulative voting is not allowed. The
common stock is not subject to redemption and carries no subscription
or conversion rights. In the event of liquidation of the Registrant,
the holders of common stock are entitled to share equally in corporate
assets after satisfaction of all liabilities. Copies of the Articles
of Incorporation and Bylaws were filed as Exhibits to a Registration
Statement filed by the Registrant on Form 10-SB, SEC File 000-27311, on
September 13, 1999, which became effective by operation of law sixty
days thereafter, are incorporated herein by reference.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware Revised Statutes and certain provisions of the
Company's Bylaws under certain circumstances provide for
indemnification of the Company's Officers, Directors and controlling
persons against liabilities which they may incur in such capacities.
A summary of the circumstances in which such indemnification is
provided for is contained herein, but this description is qualified in
its entirety by reference to the Company's Bylaws and to the statutory
provisions.
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In general, any Officer, Director, employee or agent may be
indemnified against expenses, fines, settlements or judgments arising
in connection with a legal proceeding to which such person is a party,
if that person's actions were in good faith, were believed to be in the
Company's best interest, and were not unlawful. Unless such person is
successful upon the merits in such an action, indemnification may be
awarded only after a determination by independent decision of the Board
of Directors, by legal counsel, or by a vote of the shareholders, that
the applicable standard of conduct was met by the person to be
indemnified.
The circumstances under which indemnification is granted in
connection with an action brought on behalf of the Company is generally
the same as those set forth above; however, with respect to such
actions, indemnification is granted only with respect to expenses
actually incurred in connection with the defense or settlement of the
action. In such actions, the person to be indemnified must have acted
in good faith and in a manner believed to have been in the Company's
best interest, and have not been adjudged liable for negligence or
misconduct.
Indemnification may also be granted pursuant to the terms of
agreements which may be entered in the future or pursuant to a vote of
shareholders or Directors. The statutory provision cited above also
grants the power to the Company to purchase and maintain insurance
which protects its Officers and Directors against any liabilities
incurred in connection with their service in such a position, and such
a policy may be obtained by the Company.
ITEM 7. EXEMPTION FROM REGISTRATION.
None; not applicable.
ITEM 8. EXHIBITS.
The following documents are incorporated herein by reference from
the Company's Form 10-SB Registration Statement, SEC file #000-27311,
as filed with the Commission.
Exhibit No. Description
Exhibit
3.1 Articles of Incorporation.
3.2 Bylaws.
The following documents are incorporated herein by reference from
the Company's Form 8-K as filed with the Commission on May 10, 2000.
10.1 Share Purchase Agreement.
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The following documents are incorporated herein by reference from
the Company's Form 8-K as filed with the Commission on May 16, 2000.
10.1 Articles of Merger.
10.2 Plan of Merger.
The following documents are incorporated by reference from the
Company's Form 8-K12(g)3 (SEC #000-30651) as filed with the Commission
on May 17, 2000 and all amendment thereto.
2.1 Articles of Merger.
2.2 Plan of Merger.
2.3 Certificate of Ownership and Merger.
3.1 Articles of Incorporation of Winchester Mining
Corporation.
3.2 Bylaws of Winchester Mining Corporation.
The following documents are incorporated by reference from the
Company's Form 8-K as filed with the Commission on June 2, 2000.
2.1 Certificate of Ownership and Merger
The following documents are incorporated by reference from the
Company's Form S-8 (SEC File #333-43860) as filed with the Commission
on August 16, 2000:
5.1 Opinion of Conrad C. Lysiak, regarding the legality of
the securities registered under this Registration
Statement.
10.4 2000 Nonqualified Stock Option Plan.
The following are incorporated herein:
23.7 Consent of Bateman & Co., Inc., independent certified
public accountants.
23.8 Consent of Conrad C. Lysiak, Attorney at Law
ITEM 9. UNDERTAKINGS.
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;
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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; and,
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.
The undersigned registrant hereby undertakes that, for the
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 that is
incorporated by reference in the 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended 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 thereto to be signed on its
behalf by the undersigned, thereunto duly authorized on the 9th day of
October, 2000.
PNW CAPITAL, INC.
BY: /s/ Wayne Miller
Wayne Miller, President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement thereto has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Wayne Miller October 9, 2000
Wayne Miller President, Chief Executive
Officer and a member of
the Board of Directors
/s/ Gary Burnie October 9, 2000
Gary Burnie Secretary and a member of
the Board of Directors
/s/ Barry Miller
Barry Miller Member of the Board of October 9, 2000
of Director
