<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 18, 1999
Registration No. 333-28861
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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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MIRAGE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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NEVADA 95-4627685
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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Najeeb U. Ghauri, President
233 Wilshire Blvd., Suite 930B
Santa Monica, CA 90401
(310) 395-4073
(Address of Registrant's principal executive offices, including zip code)
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ADVISOR COMPENSATION PLAN
(Full title of the Plan)
ParaCorp, Incorporated
318 N. Carson Street, Suite 208
Carson City, NV 89701
(888) 972-7273
(Name, address and telephone number of agent for service)
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COPIES TO:
Lawrence W. Horwitz, Esq.
Horwitz & Beam
Two Venture Plaza, Suite 350
Irvine, CA 92618
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Approximate Date of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Aggregate Offering Registration Fee
Share Price
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<S> <C> <C> <C> <C>
Common Stock, $0.001 Par Value(1) 15,000(1) $4.0000(2) $60,000 $17.70
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- -----------------------------------------------------------------------------------------------------------------
</TABLE>
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1 Consists of 15,000 shares of common stock, issuable for counseling and
advisory services to Horwitz & Beam.
2 Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 and based upon the average of the bid
and asked prices for the Common Stock on January 13, 1999, as reported by
the OTC Bulletin Board
<PAGE>
MIRAGE HOLDINGS, INC.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
<TABLE>
<CAPTION>
Form S-8 Item Number
and Caption Caption in Prospectus
--------------------- ---------------------
<S> <C>
1. Forepart of Registration Statement Facing Page of Registration
and Outside Front Cover Page of Statement and Cover Page of
Prospectus Prospectus
2. Inside Front and Outside Back Inside Cover Page of Prospectus
Cover Pages of Prospectus and Outside Cover Page of Prospectus
3. Summary Information, Risk Factors Not Applicable
and Ratio of Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Security Holder
8. Plan of Distribution Cover Page of Prospectus and Sales
by Selling Security Holder
9. Description of Securities to be Description of Securities;
Registered
10. Interests of Named Experts and Legal Matters
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Information Incorporation of Certain
by Reference Documents by Reference
13. Disclosure of Commission Position Indemnification of Directors
on Indemnification for Securities and Officers; Undertakings
Act Liabilities
</TABLE>
DATED: JANUARY 18, 1999
<PAGE>
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates the following documents by reference in the
registration statement:
The Company's Annual Report on Form 10-KSB filed for the year ended June
30, 1998 and the Company's Quarterly Report on Forms 10-QSB for the quarter
ended September 30, 1998.
All other documents filed in the future by Registrant after the date of
this Registration Statement, under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to this Registration Statement which deregisters the securities
covered hereunder which remain unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered is registered under Section 12(g) of
the Securities Exchange Act of 1934, as amended. A description of the
Registrant's securities is set forth in the Prospectus incorporated as a part of
this Registration Statement.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Bylaws and the Delaware General Corporation Law provide for
indemnification of directors and officers against certain liabilities. Officers
and directors of the Company are indemnified generally against expenses actually
and reasonably incurred in connection with proceedings, whether civil or
criminal, provided that it is determined that they acted in good faith, were not
found guilty, and, in any criminal matter, had reasonable cause to believe that
their conduct was not unlawful.
The Company's Certificate of Incorporation further provides that a director
of the Company shall not be personally liable for monetary damages to the
Company or its shareholders for breach of any fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) for
the unlawful payments of dividends or stock redemption by the Company or (iv)
for any transaction from which the director derives an improper personal
benefit.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inasmuch as the consultant who received the Shares of the Registrant was
knowledgeable, sophisticated and had access to comprehensive information
relevant to the Registrant, such transaction was undertaken in reliance on the
exemption from registration provided by Section 4(2) of the Act.
<PAGE>
Item 8. EXHIBITS
4 Retainer Agreement with Horwitz & Beam.
5 Opinion of Horwitz & Beam, consent included, relating to the issuance
of the shares of securities pursuant to the Retainer Agreement.
23.1 Consent of Horwitz & Beam.
23.2 Consent of Stonefield Josephson, Inc.
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, including (but
not limited to) any addition or election of a managing
underwriter.
(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
offered 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
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.
(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
<PAGE>
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 that 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.
<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 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 Santa Monica, State of California, on January 14,
1999.
MIRAGE HOLDINGS, INC.
By: /s/ Najeeb U. Ghauri
------------------------------
Najeeb U. Ghauri, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on and on the date indicated.
/s/ Najeeb U. Ghauri Date: January 14, 1999
- ------------------------------------------------------
Najeeb U. Ghauri, President, Executive Vice President,
Chief Financial Officer, Secretary, and Director
/s/ Irfan Mustafa Date: January 14, 1999
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Irfan Mustafa, Director
/s/ Earl Shannon Date: January 14, 1999
- ------------------------------------------------------
Earl Shannon, Director
<PAGE>
EXHIBIT 4
RETAINER AGREEMENT
WITH
HORWITZ & BEAM
<PAGE>
LAW OFFICES OF
HORWITZ & BEAM
TWO VENTURE PLAZA
SUITE 350
IRVINE, CALIFORNIA 92618
(949) 453-0300
(310) 842-8574
FAX: (949) 453-9416
Gregory B. Beam, Esq. Ralph R. Loyd, Esq.
Lawrence W. Horwitz, Esq. Patti L.W. McGlasson, Esq.
Lawrence M. Cron, Esq. Bernard C. Jasper, Esq.
Lynne Bolduc, Esq. K. William Pergande, Esq.
Malea M. Farsai, Esq. John Y. Igarashi, Esq.
September 15, 1999
Mr. Najeeb U. Ghauri
Mirage Holdings, Inc.
233 Wilshire Blvd., Suite 930B
Santa Monica, CA 90401
RE: LEGAL REPRESENTATION
Dear Mr. Ghauri:
This is to confirm our understanding whereby you have engaged this firm to
represent you with respect to the corporate, securities, and other general
business matters (hereinafter referred to as the "Matter"). This letter, when
signed by you, will constitute the written fee contract required by California
law. In connection therewith, our understanding and agreement are as follows:
1. We will undertake to advise you in connection with the Matter and any
other matters you ask us to undertake. We will undertake to prepare such
documents as may be required to affect the foregoing.
2. There can be no assurances, and we make no guarantees, representations
or warranties as to the particular results from our services and the response
and timeliness of action by any governmental official or department.
3. You understand that the accuracy and completeness of any document
prepared by us is dependent upon your alertness to assure that it contains all
material facts which might be important and that such documents must not contain
any misrepresentation of a material fact nor omit information necessary to make
the statements therein not misleading. To that end, you agree to review, and
confirm to us in writing that you have reviewed, all materials for their
accuracy and completeness prior to any use thereof. You also acknowledge that
this responsibility continues in the event that the materials become deficient
in this regard.
4. We will undertake the representation in connection with the matter in
accordance with the following terms:
We will bill you monthly with the understanding that, except as set
forth otherwise herein, unless otherwise agreed to by us, you will pay the full
amount of each statement within ten days after your receipt thereof. Amounts
past due for 30 days or more will be charged a finance charge of 10% per annum.
<PAGE>
HORWITZ & BEAM
September 15, 1999
Page 2
You may pay any amounts due in cash or in shares of Common Stock of Mirage
Holdings, Inc. (the "Shares"). Upon issuance, the Shares shall be registered
pursuant to an S-8 registration statement as free trading shares. This amount
shall include all attorney's fees and costs contained in our bill for the
Matter.
5. Except as set forth above, fees do not include incidental costs and
expenses such as copying charges, long distance telephone charges, messenger
charges, filing fees, court costs and facsimile charges. The other costs will
be billed to you or, in the case of certain expenses such as corporate filing
costs, you will be requested to provide such amounts in advance. You agree to
pay all expenses advanced by the firm and to provide expenses in advance to the
extent requested by the firm.
6. With respect to any new matters, hourly fees do not include incidental
costs and expenses such as copying charges, long distance telephone charges,
messenger charges, and facsimile charges. These costs will be billed to you on
a monthly basis. You agree to pay all expenses advanced by the firm and to
provide expenses in advance to the extent requested by the firm.
7. The firm reserves the right to immediately withdraw its representation
in the event that (i) we discover any misrepresentation of information provided
to us, or (ii) you and any of your affiliates engage in any conduct or
activities contrary to our advice which in our opinion would constitute a
violation of applicable law. In the event legal action is required to collect
any amounts due hereunder, you agree to pay legal fees and expenses required to
collect such amounts.
8. We will consult with you on all major decisions and will attempt to
keep you fully informed of the status of the preparation of documents and
responses to filings, if any, as well as our recommended strategies. You should
feel free to call at any time if you have any questions or wish to discuss any
aspect of this matter.
9. You are advised that the Firm maintains errors and omissions insurance
coverage applicable to the services to be rendered.
10. This Agreement shall be governed by the laws of the State of
California and venue for any action hereunder shall be in Orange County,
California.
If this letter correctly sets forth your understanding and agreement with
respect to the matters mentioned above, please execute and return one copy of
this letter.
Very truly yours,
HORWITZ & BEAM
/s/ Lawrence W. Horwitz
------------------------
Lawrence W. Horwitz
<PAGE>
HORWITZ & BEAM
September 15, 1999
Page 3
The undersigned hereby confirms and agrees that this letter, executed and
effective this 15th day of September, 1998, sets forth my understanding and
agreement.
MIRAGE HOLDINGS, INC.
/s/ Najeeb U. Ghauri
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By: Najeeb U. Ghauri
Its: President
<PAGE>
EXHIBIT 5
OPINION OF HORWITZ & BEAM RELATING TO
ISSUANCE OF SHARES OF SECURITIES PURSUANT TO THE ABOVE
RETAINER AGREEMENT
<PAGE>
LAW OFFICES OF
HORWITZ & BEAM
TWO VENTURE PLAZA
SUITE 350
IRVINE, CALIFORNIA 92618
(949) 453-0300
(310) 842-8574
FAX: (949) 453-9416
Gregory B. Beam, Esq. Ralph R. Loyd, Esq.
Lawrence W. Horwitz, Esq. Patti L.W. McGlasson, Esq.
Lawrence M. Cron, Esq. Bernard C. Jasper, Esq.
Lynne Bolduc, Esq. K. William Pergande, Esq.
Malea M. Farsai, Esq. John Y. Igarashi, Esq.
January 13, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: MIRAGE HOLDINGS, INC.
Ladies and Gentlemen:
This office represents MIRAGE HOLDINGS, INC., a Nevada corporation (the
"Registrant") in connection with the Registrant's Registration Statement on Form
S-8 under the Securities Act of 1933 (the "Registration Statement"), which
relates to the registration of a total of 15,000 shares of the Registrant's
Common Stock issuable to Horwitz & Beam for performance of certain legal
representation, advisory, and counseling services (the "Registered Securities").
In connection with our representation, we have examined such documents and
undertaken such further inquiry as we consider necessary for rendering the
opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that the Registered Securities,
when sold as set forth in the Registration Statement, will be legally issued,
fully paid and nonassessable.
We acknowledge that we are referred to under the heading "Legal Matters" in
the Prospectus which is a part of the Registrant's Form S-8 Registration
Statement relating to the Registered Securities, and we hereby consent to such
use of our name in such Registration Statement and to the filing of this opinion
as Exhibit 5 to the Registration Statement and with such state regulatory
agencies in such states as may require such filing in connection with the
registration of the Registered Securities for offer and sale in such states.
HORWITZ & BEAM
/s/ Horwitz & Beam
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<PAGE>
EXHIBIT 23.1
CONSENT OF HORWITZ & BEAM RELATING TO
ISSUANCE OF SHARES OF SECURITIES PURSUANT TO THE ABOVE
RETAINER AGREEMENT
<PAGE>
CONSENT OF HORWITZ & BEAM
We hereby consent to the use in the Prospectus constituting part of the
Registration Statement on Form S-8 of our opinion dated January 13, 1999
relating to the registration of the Securities, as therein defined, of MIRAGE
HOLDINGS, INC., a Delaware corporation, which is attached as Exhibit 5 therein.
Dated: January 14, 1999 HORWITZ & BEAM
By: /s/ Lawrence W. Horwitz
------------------------
Lawrence W. Horwitz
Its: Vice President
<PAGE>
EXHIBIT 23.2
CONSENT OF STONEFIELD JOSEPHSON, INC. RELATING TO
ISSUANCE OF SHARES OF SECURITIES PURSUANT TO THE ABOVE
RETAINER AGREEMENT
<PAGE>
CONSENT OF
STONEFIELD JOSEPHSON, INC.
We hereby consent to the incorporation by reference in this Prospectus
constituting part of the Registration Statement of Form S-8 of our reports for
MIRAGE HOLDINGS, INC., a Nevada corporation, Form 10-KSB filed for the year
ended June 30, 1998; and the Quarterly Report on Forms 10-QSB for the quarter
ended September 30, 1998.
Dated: January 14, 1999 /s/ Stonefield Josephson, Inc.
-------------------------------
STONEFIELD JOSEPHSON, INC.
