As filed with the Securities and Exchange Commission on May 20, 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 52-2031531
(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 IRVING PFEFFER
(full title of plan)
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
Amount Proposed Proposed Amount of
Title of Securities being Maximum Maximum Registra-
to be Registered Registered Offering Aggregate tion Fee
Price Offering
Per Share Price
Common Stock,
par value
$.0001 per share 8,225 $0.79 $6,498 $ 2
(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 (f)(2). There is no current market
for the securities and the dollar amount of the Common Stock to be
registered is de minimus based upon the estimated per share of common
stock book value ($0.79) as of December 31, 1997.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PRIME COMPANIES, INC.
8,225 Shares of Common Stock, $.0001 par value
Issued Pursuant to a Compensation 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 of which
this Prospectus forms a part, 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 OTC
Bulletin Board under the symbol "PRMC". Currently, there is no public
market for the Securities.
ITEM 1. PLAN INFORMATION
The 8,225 shares of the Company's common stock, $.0001 par value per
share, to which this Registration Statement relates are being issued
pursuant to a compensation agreement (the "Agreement") with Irving
Pfeffer (the "Employee") for services rendered for the Company by the
Employee. 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, the Registration Statement of which this
Prospectus forms a part or other information, without charge, upon
written or oral request made to Prime Companies, Inc., 155 Montgomery
Street, Suite 406, San Francisco, California 94104, whose 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.
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 May 20, 1998.
<PAGE>
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. The Company's Quarterly Report on Form 10-QSB for the
period ended March 31, 1998 filed with the Commission on May 14, 1998;
2. The Company's annual report on Form 10-KSB for the fiscal
year ended December 31, 1997 filed with the Commission on March 23,
1998 and amended on May 13, 1998 (file number 0-22919);
3. The Company's Form 8-K/A filed with the Commission on
March 12, 1998 (file number 0-22919);
4. 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 3,843,123
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, previously filed with the Commission.
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
Cassidy & Associates, Washington D.C., has given its opinion as
attorneys-at-law that the shares, when issued pursuant hereto, will be
fully paid and non-assessable. Pierce Mill Associates, Inc. owns
250,000 shares of the Company's Common Stock and has been granted a 5-
year warrant for the purchase of 250,000 shares of the Company's
Common Stock. James Cassidy, a principal of Cassidy & Associates, is
the sole shareholder of Pierce Mill Associates, Inc.
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:
4.1* Form of specimen Common Stock filed as an exhibit to the
Company's 10-KSB filed with the Commission on March 23,
1998 file number 0-22919.
5.1 Opinion of Cassidy & Associates
10.1 Prime Companies, Inc. Compensation Agreement with Employee
24.1 Consent of Gilbert & Company, P.C.
24.2 Consent of Cassidy & Associates (contained in Exhibit 5.1)
* Previously filed
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.
(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.
<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
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 18th day of May, 1998.
PRIME COMPANIES, INC.
By /s/ Irving Pfeffer
Irving Pfeffer
Chief Executive Officer
By /s/ David Lefkowitz
David Lefkowitz
Chief Financial Officer
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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
/s/ Irving Pfeffer Director May 18, 1998
Irving Pfeffer
/s/ David Lefkowitz Director May 18, 1998
David Lefkowitz
/s/ Emilio Guglielmelli Director May 18, 1998
Emilio Guglielmelli
/s/ Marshall Raines Director May 18, 1998
Marshall Raines
Cassidy & Associates
1504 R Street NW
Washington DC 20009
202/387-5400
May 20, 1998
Board of Directors
Prime Companies, Inc.
155 Montgomery Street
Suite 406
San Francisco, California
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 8,225 shares of Common
Stock, $.0001 par value per share (the "Shares"), to be issued to Irving
Pfeffer.
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 genuiness 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 /s/ James Michael Cassidy
James Michael Cassidy, Esq.
PRIME COMPANIES, INC.
155 Montgomery Street
San Francisco, California 94104
415/398-4242
March 31, 1998
Irving Pfeffer
Prime Companies, Inc.
155 Montgomery Street, Suite 406
San Francisco, California 94104
Re: S-8 Issuance
Dear Mr. Pfeffer:
Prime Companies, Inc. acknoweldges that Irving Pfeffer has provided
consulting services to Prime and in consideration for such services, Prime
will agree to pay irving Pfeffer 8,225 shares of common stock of the Company
through an S-8 Registration Statement.
Very truly yours,
/s/ Irving Pfeffer
/s/ David Lefkowitz
GILBERT & COMPANY
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Form S-8
resigtration statement of our report dated May 7, 1998, to the financial
statements of Prime Corporation, Inc., and to reference to our firm under
the caption "experts" in the prospectus.
/s/ Gilbert & Company
San Francisco, California
May 18, 1998
