SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RIGL CORPORATION
__________________________________________
(Exact name of Registrant as specified in its charter)
NEVADA 85-0206668
___________________ _____________________
(State of Incorporation) (I.R.S. Employer ID No.)
4840 East Jasmine Street
Suite 105
Mesa, Arizona 85020
____________________________________
(Address of Principal Offices)
RIGL Corporation 1998 Directors and Officers Stock Option Plan
________________________________________________________________
(Full Title of the Plan)
William L Dempsey
5405 West Flamingo Road
Las Vegas, Nevada 89103
_________________________________
(Name and address of Agent for Service)
Telephone number, including area code of Agent for Service - (702) 361-3033
________________________________________________________________________________
CALCULATION OF REGISTRATION FEE
Amount of
Title of Securities Price Maximum Registration
Securities Registered Per Share Offering Fee
Common Stock (1) 1,000,000 $.50(2) $500,000 $151.51
(1) Issuable pursuant to options granted pursuant to the Plan.
(2) Estimated Price in accordance with Rule 457(h).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information related to the 1998 Stock Option Plan
(the "Plan") which is being filed as an exhibit to this Registration Statement
(the "Registration Statement") and documents incorporated by reference in
response to Item 3 of Part II of this Registration Statement, which taken
together constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933 (the "Securities Act") will be sent or given to
the participant by the Registrant as specified by Rule 428(b)(1) of the
Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
As required by this Item, the Registrant shall provide to the participant a
written statement advising them of the availability without charge, upon
written or oral request, of documents incorporated by reference in Item 3 of
Part II hereof and of documents required to be delivered pursuant to Rule
428(b) under the Securities Act. The statement shall include the address
listing the title or department and telephone number to which the request is
to be directed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents filed with the Securities
and Exchange Commission by reference in this Registration Statement:
(a) The Registrant's 1998 Directors and Officers Stock Option Plan as
filed with the Securities and Exchange Commission on July 10, 1998.
(b) The Registrant's Annual Report on Form 10-KSB dated September 30, 1998
(c) The Registrant's Quarterly Report on Form 10-QSB dated May 15, 1999.
All other documents filed 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, (the Exchange Act) are
incorporated by reference herein and into the Section 10 Prospectus to
be a part thereof from the date of filing of such documents.
Item 4. Description of Securities:
Not Applicable.
Item 5. Interest of Named Experts and Counsel:
Not applicable.
Item 6. Indemnification of Officers and Directors.
Article 11 of the Company's By-laws provides that every person who was or is a
party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he or a person for whom he is the legal
representative is or was a director or officer of the corporation or is or was
serving at the request of the corporation or for its benefit as a director or
officer of another corporation, or as its representative in a partnership,
joint venture, trust or other enterprise, shall be indemnified and held
harmless to the fullest extent legally permissible under the General
Corporation Law of the State of Nevada against all expenses, liability and
loss (including attorney's fees, judgments, fines and amounts paid or to be
paid in settlement) reasonably incurred or suffered by him in connection
therewith.
Item 7. Exemption from Registration Claimed:
Not applicable.
Item 8. Exhibits.
5.1 Opinion of Cairns, Dworkin & Chambers, P.C. regarding legality of
shares being issued.
23.1 Consent of Cairns, Dworkin & Chambers, P.C., (see Opinion).
23.2 Consent of Singer Lewak Greenbaum & Goldstein, LLP
Certified Public Accountants
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 the
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 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;
provided, however, that paragraphs (a)(1)(I) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registration pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended that are incorporated by reference into this Registration Statement.
(2) That, for the purpose of determining liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration
Statement 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 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 provisions described in Item 6, 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 that matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the questions whether such indemnification 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 Mesa, Arizona on this ____ day of August, 1999.
By: /s/
-------------------
Kevin L. Jones
Title: Director and President
By /s/
---------------------
William D. O'Neal Title: Director, Vice President and General Counsel
EXHIBIT 5.1
OPINION OF DWORKIN CHAMBERS & WILLIAMS, P.C.
3900 EAST MEXICO AVENUE - SUITE 1300
DENVER, COLORADO 80210
(303) 584-0990
(303) 584-0995 (Fax)
RIGL Corporation
4840 East Jasmine Street - Suite 105
Mesa, Arizona 85020
RE: RIGL Corporation Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested our opinion as to the legality of the issuance by RIGL
Corporation. (The "Company") of up to 1,000,000 shares of common stock (the
"Shares") pursuant to a Registration Statement on Form S-8 (the "Registration
Statement") to be filed on or before August 31, 1999.
Pursuant to your request I have reviewed and examined: (1) the Articles
of Incorporation of the Company, as amended (the "Articles"); (2) the Bylaws
of the Company, as certified by the Secretary of the Company; (3) the Minute
Book of the Company; (4) a copy of certain resolutions of the Board of
Directors of the Company; (5) the Registration Statement; (6) the Company's
Stock Option Plan covered by the Registration Statement; and (7) such other
matters as deemed relevant in order to issue this opinion.
Based upon the foregoing, and subject to the qualifications set forth
below, I am of the opinion that the Shares, if issued as described in the
Registration Statement, will be duly authorized, legally issued, fully paid
and non-assessable.
This opinion is furnished by me as counsel to the company and is solely
for your benefit. Neither this opinion not copies hereof may be relied upon
by, delivered to, or quoted in whole or in part to any governmental agency or
other person without prior written consent. My opinion is subject to the
qualification that no opinion is expressed herein as to the application of
state securities or Blue Sky laws.
Notwithstanding the above, we consent to the use of this opinion in the
Registration statement. In giving this consent, no concession is intended
that this Opinion comes within the category of persons whose consent is
required under section 7 of the securities Act and the rules promulgated
thereunder.
Sincerely,
DWORKIN CHAMBERS & WILLIAMS, P.C.
Bradford J. Lam, Attorney at Law
EXHIBIT 23.1
CONSENT OF DWORKIN CHAMBERS & WILLIAMS, P.C. (See opinion Letter - Exhibit
5.1)
EXHIBIT 23.2 CONSENT OF SINGER LEWAK GREENBAUM & GOLDSTEIN, LLP CERTIFIED
PUBLIC ACCOUNTANTS
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report, dated November 4, 1998, which appears in
the Annual Report on Form 10-KSB of RIGL Corporation, Inc. and subsidiaries
for each of the two years ended September 30, 1998.
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
August 13, 1999
