SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under The Securities Act of 1933
BUFFALO CAPITAL VII, LTD.
(Exact name of registrant as specified in its charter)
COLORADO 84-1434323
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
7331 S. Meadow Court
Boulder, Colorado 80301
(Address of principal executive offices) (Zip Code)
Professional Services Compensation Agreement
(Full name of the plan)
Gary S. Joiner, 4750 Table Mesa Drive,
Boulder, CO 80303
(Name and address of agent for service)
(303)494-3000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities to be registered: Common Stock
Amount to be registered: 80,000 shares
Proposed maximum offering price per share: $0.05
Proposed maximum aggregate offering price: $4,000.00
Amount of Registration Fee: $1.21
<PAGE>
AVAILABLE INFORMATION
Buffalo Capital VII, Ltd. (the "Company" or the "Registrant"),
is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and
other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at its regional offices at Citicorp Center,
500 West Madison Street, Chicago, Illinois 60661, and Seven World
Trade Center, New York, New York 10048. Copies of such material
can be obtained at prescribed rates from the Public Reference Section of
the Commission, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549. In addition, certain of such materials are also available
through the Commission's Electronic Data Gathering and Retrieval
System ("EDGAR").
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The Company hereby registers 80,000 shares of its common stock
to be issued pursuant to a Professional Services Compensation
Agreement entered into between the Company and Frascona, Joiner and
Goodman, P.C., as compensation for legal services at an agreed upon
value of $0.05 per share. Other information required by Part I is
included in documents sent or given to the parties to the Professional
Services Consultation Agreement pursuant to Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Commission
by the Registrant (File No. 0-23871) are incorporated by reference in
this registration statement:
(a) The Registration Statement on Form 10-SB filed on March 4, 1998,
pursuant to Section 12(g) of the Securities Exchange Act which became
effective on May 4, 1998 pursuant to Section 12(g)(1)(B) of the
Securities Exchange Act of 1934.
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since May 4, 1998.
(c) The description of the Registrant's Common Stock contained in Item
8 of Part I of the Registrant's Registration Statement on Form 10-SB
filed on March 4, 1998, and in Article Third of the Registrant's Articles
of Incorporation filed as an exhibit to the Registration Statement on
Form 10-SB.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference in this
Registration Statement on Form S-8, and shall be a part hereof from the
date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superceded for purposes of this
registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superceded shall not be
deemed, except as so modified or superceded, to constitute a part of this
registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock to be issued pursuant
to this registration statement will be passed upon by Frascona, Joiner and
Goodman, P.C. Frascona, Joiner and Goodman, P.C., is legal counsel
for the Company and individual shareholders of Frascona, Joiner and
Goodman, P.C. are to receive the shares issued pursuant to this
registration statement. Gary S. Joiner, who is a shareholder of
Frascona, Joiner and Goodman, P.C. is an affiliate of the Company in
that he owns more than 10% of the currently issued and outstanding
common stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 109 of the Colorado Business Corporation Act: (i) gives
Colorado corporations broad powers to indemnify their present and
former directors and officers and those of affiliated corporations against
expenses (including attorneys fees) judgments, fines and other amounts
paid in settlement actually and reasonably incurred in connection with
threatened, pending or completed actions, suits, or proceedings to which
they are parties or are threatened to be made parties by reason of being
or having been such directors or officers, subject to specified conditions
and exclusions; (ii) gives an officer or director who successfully defends
an action the right to be so indemnified; and (iii) permits a corporation
to buy directors' and officers' liability insurance.
As permitted by Colorado law, the Registrant's Articles of In-
corporation provide that the Registrant will indemnify its directors and
officers against expenses and liabilities they incur to defend, settle, or
satisfy any civil or criminal action brought against them on account of
their being or having been directors or officers unless, in any such
action, they are adjudged to have acted with gross negligence or willful
misconduct. The Registrant's Articles of Incorporation also exclude
personal liability for its directors for monetary damages based upon any
violation of their fiduciary duties as directors, except as to liability for
any breach of the duty of loyalty, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, acts
which constitute improper distributions to shareholders in violation of
Section 7-106-401 of the Colorado Business Corporation Act, or any
transaction from which a director receives an improper personal benefit.
This exclusion of liability does not limit any right which a director may
have to be indemnified and does not affect any director's liability under
federal or applicable state securities laws.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in such Act
and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
ITEM 9. UNDERTAKINGS
1. 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 section 13(a) or section 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.
2. 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 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
THE REGISTRANT. 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 Boulder, State of
Colorado, on July 20, 1998.
BUFFALO CAPITAL VII, LTD.
(Registrant)
/s/______________________________________
Grant Peck, President
(Signature and Title)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
/s/_____________________________________
Grant Peck, President, Director, Principal Executive Officer
(Signature and Title)
July 20, 1998
/s/_____________________________________
Dean F. Sessions, Officer, Director
(Signature and Title)
July 20, 1998
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
Number
<S> <C>
5.1 Opinion of Frascona, Joiner & Goodman, P.C.
23.1 Consent of Frascona, Joiner & Goodman, P.C.
23.2 Consent of Comiskey & Co.
27 Financial Data Schedule
(Incorporated by reference from Exhibit 27 to
Registration Statement on Form 10-SB filed
on March 4, 1998.)
99 Professional Services Compensation Agreement
</TABLE>
<PAGE>
EXHIBIT 5.1 - OPINION REGARDING LEGALITY
July 20, 1998
Board of Directors
Buffalo Capital VII, Ltd.
7331 S. Meadow Court
Boulder, Colorado 80301
Re: Professional Services Compensation Agreement
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Buffalo Capital VII, Ltd., a Colorado
corporation (the "Company"), in connection with the filing of the
Company's registration statement on Form S-8 with the Securities and
Exchange Commission on or about July 20, 1998 (the "Registration
Statement") under the Securities Act of 1933, as amended. The
Registration Statement is being filed in connection with the Company's
offering of 80,000 shares of common stock (the "Shares") pursuant to
the Company's Professional Services Compensation Agreement (the
"Plan").
We are familiar with the proceedings to date with respect to such
offering and have examined such records, documents and matters of law
and satisfied ourselves as to such matters of fact as we have considered
relevant for purposes of this opinion.
For purposes of this opinion, we have assumed the authenticity
of all documents submitted to us as originals and the conformity to the
originals of all documents submitted to us as copies. We have also
assumed the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the
authority of such persons signing on behalf of the parties thereto, and the
due authorization, execution and delivery of all documents by the parties
thereto.
We are of the opinion that when the Registration Statement shall
have become effective and the Shares shall have been issued on the
terms contemplated by the Plan, the Shares will be legally issued, fully
paid and non-assessable.
This opinion shall be limited to the laws of the State of Colorado
and the federal laws of the United States of America.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Frascona, Joiner & Goodman, P.C.
By: /s/ Gary S. Joiner
<PAGE>
EXHIBIT 23.1 - CONSENT OF COUNSEL
July 20, 1998
Board of Directors
Buffalo Capital VII, Ltd.
7331 S. Meadow Court
Boulder, Colorado 80301
Dear Gentlemen:
We hereby consent to being named in the Registration
Statement as the attorneys who will pass upon legal matters in
connection with the sale of the shares referred to therein, and to the
filing of our opinion as an Exhibit to the Registration Statement.
Frascona, Joiner & Goodman, P.C.
By: /s/ Gary S. Joiner
<PAGE>
EXHIBIT 23.2 - CONSENT OF ACCOUNTANTS
Board of Directors
BUFFALO CAPITAL VII, LTD.
7331 S. Meadow Court
Boulder, Colorado 80301
Gentlemen:
We consent to the incorporation by reference in this Form S-8 of
our report dated February 28, 1998, on the financial statements of
Buffalo Capital VII, Ltd., and to references to our firm as experts in
accounting and auditing.
/s/ Comiskey & Co.
July 20, 1998<PAGE>
EXHIBIT 99 - PROFESSIONAL SERVICES COMPENSATION
AGREEMENT
THIS AGREEMENT is made and entered into as of the 20th day
of July, 1998, by and between Frascona, Joiner and Goodman, P.C., a
Colorado corporation (hereinafter referred to as "FJG"), and Buffalo
Capital VII, Ltd., a Colorado corporation (hereinafter referred to as the
"Company").
RECITALS
WHEREAS, FJG has rendered valuable legal services to the
Company during the period from the date of incorporation through the
date hereof, including, but not limited to, performing all legal work
associated with preparation and filing of a registration statement on Form
10-SB under the Securities Exchange Act of 1934, preparation of a Form
15c2-11 Information Statement to be filed with the NASD by J
Alexander Securities, and advising the Company concerning its
periodical reporting obligations; and
WHEREAS, the Company has partially compensated FJG for
such legal services by the payment of cash fees but recognizes that
additional compensation is due and payable for the services provided and
desires to enter into an agreement with FJG pursuant to which it may
issue shares of its common stock in payment of the additional
compensation due and payable to FJG for such services.
NOW THEREFORE, in consideration of the foregoing, and in
consideration of the mutual covenants and promises hereinafter set forth,
it is agreed as follows:
1. Purpose. The Company hereby recognizes and agrees
that FJG has rendered valuable legal services and advice to the Company
on various matters relating to implementation of its business plan,
including, but not limited to, performing all legal work associated with
preparation and filing of a registration statement on Form 10-SB under
the Securities Exchange Act of 1934, preparation of a Form 15c2-11
Information Statement filed with the NASD by J Alexander Securities,
and advising the Company concerning its periodical reporting
obligations.
2. Compensation. In consideration of the legal services
rendered by FJG to the Company prior to the date hereof, the Company
hereby agrees to issue 80,000 shares of its common stock to FJG (the
"Shares") as additional compensation. The Shares shall be valued on the
books of the Company at a price of $0.05 per share. By execution of
this Agreement, the parties acknowledge that the Shares are additional
compensation in payment for services rendered prior to the date hereof,
and are not intended as compensation for any future services which may
be performed by FJG on behalf of the Company.
3. Registration. The Company hereby agrees to issue the
Shares pursuant to a registration statement on Form S-8 to be filed with
the Securities and Exchange Commission.
4. Miscellaneous.
(a) This Agreement constitutes the entire agreement and
understanding between the parties, and supersedes any and all previous
agreements and understandings, whether oral or written, between the
parties, with respect to the matters set forth herein.
(b) Any notice or communication permitted or required
hereunder shall be in writing and shall be deemed sufficiently given if
hand-delivered or sent postage prepaid by registered mail, return receipt
requested.
(c) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, successors, legal
representatives and assigns.
(d) This Agreement may be executed in any number of
counterparts, each of which together shall constitute one and the same
original document.
(e) No provision of this Agreement may be amended,
modified or waived, except in a writing signed by all of the parties
hereto.
(f) This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Colorado.
(g) FJG shall have the right, in its sole discretion, to specify
one or more individual shareholders of FJG, as its designees, to take title
to the Shares upon issuance in accordance with the terms of this
Agreement. Any such designation shall be made by FJG by providing
written notice thereof to the Company.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.
COMPANY
BUFFALO CAPITAL VII, LTD.
BY:/s/Grant W. Peck
President
FRASCONA, JOINER AND GOODMAN, P.C.
/s/ Jonathan A. Goodman
President
