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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
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 5,000,000 $0.05 $ 250,000 $ 100.00
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Totals 5,000,000 $0.05 $ 250,000 $ 100.00
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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 on September 13, 1999
(the "Commission") and all amendments thereof.
(b) The Registrant's Form 8-K13G3 (SEC #000-30651) filed with the
Securities and Exchange Commission (the "Commission") and all
amendment thereto.
(c) 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
Interstate Transfer Company, 6084 South 900 East Avenue, Suite
101, Salt Lake City, Utah 84121 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 herein:
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.
23.1 Consent of Bateman & Co., Inc., independent
certified public accountants.
23.2 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 15th day of August, 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 August 15, 2000
Wayne Miller President, Chief Executive
Officer and a member of
the Board of Directors
/s/ Gary Burnie August 15, 2000
Gary Burnie Secretary and a member of
the Board of Directors
/s/ Barry Miller
Barry Miller Member of the Board of August 15, 2000
of Director
