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As filed with the Securities and Exchange Commission on January 29, 1999
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 ZIMENN IMPORTING AND EXPORTING (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
$.0001 per share 400,100 $1.50 $600,150.00 $178.24
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
</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 January 18, 1999.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PRIME COMPANIES, INC.
400,100 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 400,100 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 Zimenn Importing and Exporting
(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 January 29, 1999.
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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 6,157,642 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 the18th day of
January, 1999.
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
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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:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
Irving Pfeffer Director January 18, 1999
David Lefkowitz Director January 18, 1999
Marshall Raines Director January 18, 1999
Alon Adani Director January 18, 1999
</TABLE>
<PAGE>
EXHIBIT 5.1
[CASSIDY & ASSOCIATES LETTERHEAD]
January 21, 1999
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 400,100 shares of Common Stock,
$.0001 par value per share ("the Shares"), to be issued to Zimenn Importing and
Exporting.
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 /s/ James Michael Cassidy
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James Michael Cassidy, Esq.
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EXHIBIT 10.1
[PRIME COMPANIES, INC. LETTERHEAD]
January 21, 1999
Zimenn Importing and Exporting
P.O. Box 413
Gardiner, NY 12525
Re: S-8 Issuance
Dear Sirs:
Prime Companies, Inc. acknowledges that Zimenn Importing and Exporting has
provided consulting services to Prime and in consideration for said services,
Prime will agree to pay Zimenn Importing and Exporting 400,100 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
January 21, 1999
GILBERT & COMPANY
CERTIFIED PUBLIC ACCOUNTANT
