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As filed with the Securities and Exchange Commission on November 16, 1998
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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PRIME COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 51-2031531
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
155 Montgomery Street, #406
San Francisco, California 94104
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
COMPENSATION AGREEMENT OF MARTIN CONSULTANTS, INC.
(FULL TITLE OF PLAN)
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David Lefkowitz, President
155 Montgomery Street, #406
San Francisco, California 94104
415-398-4242
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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COPY TO:
Cassidy & Associates
1504 R Street, N.W.
Washington, D.C. 20009
202/387-5400
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SECURITIES AMOUNT BEING PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED (1) OFFERING PRICE AGGREGATE REGISTRATION
PER SHARE (2) OFFERING PRICE (2) FEE
<S> <C> <C> <C> <C>
Common Stock, par value 106,812 $1.50 $160,218.00 $47.26
$.0001 per share
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
number of shares of the issuer's Common Stock registered hereunder will be
adjusted in the event of stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457, on the basis of the value as determined
by the Company's Board of Directors on November 5, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PRIME COMPANIES, INC.
106,812 SHARES OF COMMON STOCK, $.0001 PAR VALUE
ISSUED PURSUANT TO A CONSULTING AGREEMENT
This Prospectus is a part of a registration statement on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, by Prime
Companies, Inc. (the "Company" or the "Registrant"). This Prospectus does
not contain all the information set forth in the Registration Statement,
including the exhibits filed as part thereof and otherwise incorporated
therein to which reference is hereby made. Copies of the Registration
Statement and the exhibits may be inspected at the offices of the Commission,
and may be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 upon payment of the prescribed
fees.
The compensation agreement, together with the information contained in
Items 1 and 2 of Part I hereof and the documents incorporated by reference in
Item 3 of Part II of the Registration Statement, taken together, are intended
to constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act of 1933, as amended, and Rule 428 of the General Rules and
Regulations of the Commission thereunder.
The Company's Common Stock is listed for trading on the NASD Bulletin
Board under the symbol "PRMC". Currently, there is very limited public
market for the Securities.
ITEM 1. PLAN INFORMATION
The 106,812 shares of the Company's common stock, $.0001 par value per
share, to which this Registration Statement relates are being issued pursuant
to a consulting agreement (the "Agreement") with Martin Consultants, Inc.
(the "Consultant") for services rendered for the Company by the Consultant.
The Agreement is filed as part of this Registration Statement as an exhibit.
The common stock registered hereby (the "Common Stock") is not subject
to any provisions of the Employee Retirement Income Security Act of 1974.
The Common Stock is treasury stock, and no shares thereof will be purchased
in the open market by the Registrant. There are no restrictions imposed upon
the Employees in the resale of the Common Stock within the United States
except those imposed by Federal or state securities laws and regulations.
The receipt of the Common Stock may be considered income and may give rise to
Federal and state income taxation for the Employee, who is advised to consult
with an advisor concerning taxation arising from receipt of the Common Stock.
The Registrant anticipates that it will have a corresponding deduction for
income tax purposes as compensation paid to the Employee.
Any person to whom the securities will be issued under this Registration
Statement may receive additional information concerning the Company, the
Agreement, this Registration Statement or other information, without charge,
upon written or oral request made to Prime Companies, Inc., 155 Montgomery
Street, Suite 406, San Francisco, California 94104, and its telephone number
is 415-398-4242.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Company will provide without charge to each person to whom a
Prospectus is delivered, upon the written or oral request of any such person,
a copy of any or all of the documents incorporated by reference as specified
in Item 3 of Part II of the Registration Statement of which this Prospectus
forms a part exclusive of exhibits thereto unless such exhibits are
specifically incorporated by reference into the information that has been
incorporated into this Prospectus and any other documents required to be
delivered pursuant to Rule 428(b) of the General Rules and Regulations of the
Commission. Requests for any of the foregoing should be directed to David
Lefkowitz, President, 155 Montgomery Street, Suite 406, San Francisco,
California 94104, and its telephone number is 415-398-4242.
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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.
No person has been authorized to give any information or to make any
representations in connection with the offering described herein other than
those contained in this Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by the issuer
or any other person. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the shares of Common
Stock to which it relates, or any offer of such shares of Common Stock to any
person in any jurisdiction in which such offer is unlawful. The delivery of
this Prospectus at any time does not imply that the information contained herein
is correct as of any time subsequent to such date.
The date of this Prospectus is November 16, 1998.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents and any and all amendments thereto filed by
Prime Companies, Inc. (the "Company" or the "Registrant") with the Securities
and Exchange Commission (the "Commission") are incorporated herein by
reference:
1. Any document filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") through and subsequent to the date hereof and prior to
the termination of the offering of the securities subject hereto.
ITEM 4. DESCRIPTION OF SECURITIES
Under the Company's Certificate of Incorporation, the authorized capital
stock of the Company consists of 60,000,000 shares, of which 50,000,000
shares are Common Stock and 10,000,000 shares are Preferred Stock. As of the
date of this Prospectus, the Company had 4,219,967 shares of Common Stock
outstanding and no shares of Preferred Stock.
The following summary description of the securities of the Company is
qualified in its entirety by reference to the Certificate of Incorporation,
filed as an exhibit hereto.
COMMON STOCK
The holders of Common Stock are entitled to one vote per share with
respect to all matters required by law to be submitted to stockholders of the
Company. The holders of Common Stock have the sole right to vote, except as
otherwise provided by law or by the Company's Certificate of Incorporation,
including provisions governing any Preferred Stock. The Common Stock does
not have any cumulative voting, preemptive, subscription or conversion
rights. Election of directors and other general shareholder action requires
the affirmative vote of a majority of shares represented at a meeting in
which a quorum is represented. The outstanding shares of Common Stock are,
and the shares of Common Stock offered hereby will be, validly issued, fully
paid and non-assessable.
Subject to the rights of any outstanding shares of Preferred Stock, the
holders of Common Stock are entitled to receive dividends when, as and if
declared by the Board of Directors out of funds legally available therefor.
In the event of liquidation, dissolution or winding up of the affairs of the
Company, the holders of Common Stock are entitled to share ratably in all
assets remaining available for distribution to them after payment or
provision for all liabilities and any preferential liquidation rights of any
Preferred Stock then outstanding.
PREFERRED STOCK
The Board of Directors is authorized, without action by the holders of
the Common Stock, to provide for the issuance of the Preferred Stock in one
or more series, to establish the number of shares to be included in each
series and to fix the designations, powers, preferences and rights of the
shares of each such series and the qualifications, limitations or
restrictions thereof. This includes, among other things, voting rights,
conversion privileges, dividend rates, redemption rights, sinking fund
provisions and liquidation rights which may be superior to the Common Stock.
The issuance of one or more series of the Preferred Stock could adversely
affect the voting power of the holders of the Common Stock and could have the
effect of discouraging or making more difficult any attempt by a person or
group to attain control of the Company. The Company has no present plans to
issue any additional shares of Preferred Stock.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is incorporated in Delaware. Under Section 145 of the
General Corporation Law of the State of Delaware, a Delaware corporation has
the power, under specified circumstances, to indemnify its directors,
officers, employees and agents in connection with actions, suits or
proceedings brought against them by a third party or in the right of the
corporation, by reason of the fact that they were or are such directors,
officers, employees or agents, against expenses incurred in any action, suit
or proceeding. The Certificate of Incorporation and the By-laws of the
Company provide for indemnification of directors and officers to the fullest
extent permitted by the General Corporation Law of the State of Delaware.
The General Corporation Law of the State of Delaware provides that a
certificate of incorporation may contain a provision eliminating the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such
provision shall not eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
(relating to liability for unauthorized acquisitions or redemptions of, or
dividends on, capital stock) of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit. The Company's Certificate of Incorporation
contains such a provision.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
5.1 Opinion of Cassidy & Associates
10.1 Prime Companies, Inc. Compensation Agreement with Consultant
24.1 Consent of Gilbert & Company, P.C.
24.2 Consent of Cassidy & Associates (contained in Exhibit 5.1)
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; and
iii. To include any additional or changed material information with
respect to the plan of distribution.
(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.
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(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 liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange 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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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 authorized this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Francisco, State of California,
on the 5th day of November, 1998.
PRIME COMPANIES, INC.
By /s/ IRVING PFEFFER
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Irving Pfeffer, Chief Executive Officer
By /s/ DAVID LEFKOWITZ
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David Lefkowitz, Chief Financial Officer
______________________________________
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
Irving Pfeffer Director November 5, 1998
David Lefkowitz Director November 5, 1998
Emilio Guglielmelli Director November 5, 1998
Marshall Raines Director November 5, 1998
Alon Adani Director November 5, 1998
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EXHIBIT 5.1
[CASSIDY & ASSOCIATES LETTERHEAD]
November 16, 1998
Board of Directors
155 Montgomery Street, #406
San Francisco, California 94104
Gentlemen:
This opinion letter is submitted to you in conformance with Item 601 of
Regulation S-B of the Securities and Exchange Commission with respect to the
registration on Form S-8 (the "Registration Statement") by Prime Companies,
Inc., a Delaware corporation, ("the Company") of 106,812 shares of Common Stock,
$.0001 par value per share ("the Shares"), to be issued to Martin Consultants,
Inc.
We have examined the original, certified, conformed, photostatic,
electronic, facsimile or other forms of such corporate records, resolutions,
certificates, authorizations or other documents as we have considered relevant
to our opinion. In all such examinations, we have assumed the genuineness of
all signatures on original documents and the conformity to originals and
certified documents of all copies submitted to us as conformed, photostatic,
electronic or facsimile copies. In reviewing corporate records and other
documents, we have assumed the accuracy of those records and documents. We have
consulted with such officers, directors, employees, and advisors of the Company
in regard to questions of material fact as we have considered relevant to our
opinion, and have relied upon the accuracy and completeness of the statements
and representations of such persons. We have examined such laws, statutes,
judicial or administrative decrees, interpretations and opinions, and such other
sources as we have considered material to the legal issues relevant to our
opinion.
Based upon and in reliance on the foregoing, we are of the opinion that the
Shares have been duly authorized for issue and that the Shares, when issued as
authorized by the Board of Directors of the Company, will be duly authorized and
validly issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion letter in the
Registration Statement to be filed with the Securities and Exchange Commission.
Sincerely,
Cassidy & Associates
By
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James Michael Cassidy, Esq.
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EXHIBIT 10.1
[PRIME COMPANIES, INC. LETTERHEAD]
November 16, 1998
Martin Consultants, Inc.
179 Fairway Point Circle
Orlando FL 32828
Re: S-8 Issuance
Dear Sirs:
Prime Companies, Inc. acknowledges that Martin Consultants, Inc. has provided
consulting services to Prime and in consideration for said services, Prime will
agree to pay Martin Consultants, Inc.106,812 shares of common stock of the
Company through an S-8 Registration Statement.
Very truly yours,
/s/ Irving Pfeffer
Irving Pfeffer
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EXHIBIT 24.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Form S-8 registration
statement of our report, dated April 19, 1998, on the financial statements of
Prime Companies, Inc., and to reference to our firm under the caption
"experts" in the prospectus.
San Francisco CA
November 16, 1998
GILBERT & COMPANY
CERTIFIED PUBLIC ACCOUNTANT
