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BA0DOCS1\0056498.01
As filed with the Securities and Exchange Commission on
March 26, 1998
Registration
No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CHAPMAN HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland 52-2069777
(State or Other Jurisdiction of (I.R.S. Employer
Identification No.)
Incorporation or Organization)
401 East Pratt Street
28th Floor
Baltimore, Maryland 21202
(Address of Principal Executive Offices)
(Zip Code)
Chapman Holdings, Inc. 1998 Omnibus Stock Plan
(Full title of the Plan)
Nathan A. Chapman, Jr., Chairman
Chapman Holdings, Inc.
401 East Pratt Street
28th Floor
Baltimore, Maryland 21202
(Name and address of agent for service)
(410) 625-9656
(Telephone number, including area code, of agent for
service)
Copy to:
Elizabeth R. Hughes, Esq.
Venable, Baetjer and Howard, LLP
2 Hopkins Plaza
1800 Mercantile Bank & Trust Building
Baltimore, Maryland 21201
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Securities be maximum maximum Registrati
to be registerd offering aggregate on fee
registered price per offering
share price *
Common 150,000 $10.125 $1,518,750 $448.03
Stock Shares
* Calculated solely for the purpose of computing the
registration fee pursuant to Rules 457(c) and (h),
based upon the average of the bid and asked price as of
March 24, 1998.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by
the registrant, Chapman Holdings, Inc. (the "Company"), with
the Securities and Exchange Commission (the "Commission")
are incorporated herein by reference:
(a) Annual Report on Form 10-KSB, filed by the
Company on March 24, 1998 under the
Securities Exchange Act of 1934 (SEC File No.
0-23587);
b) Description of Common Stock of the Company
contained in the Registration Statement on
Form 8-A filed by the Company on January 5,
1998 under the Securities Exchange Act of
1934 (SEC File No. 0-23587), including any
amendments or reports filed for the purpose
of updating such description.
All documents subsequently filed by the Company
with the Commission pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as
amended, 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 by reference into this
Registration Statement and to be a part of the Registration
Statement from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 2-418 of the Maryland General Corporation
Law (the "MGCL") provides that the Company may indemnify any
director who was, is or is threatened to be made a named
defendant or respondent to any threatened, pending or
completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the
fact that he is or was a director of the Company, or while a
director, is or was serving at the request of the Company as
a director, officer, partner, trustee, employee or agent of
another foreign or domestic corporation, partnership, joint
venture, trust, other enterprise or employee benefit plan,
against reasonable expenses (including attorneys' fees),
judgments, penalties, fines and settlements, actually
incurred by the director in connection with such action,
suit or proceeding, unless it is established that: (i) the
act or omission of the director was material to the matter
giving rise to such action, suit or proceeding, and was
committed in bad faith or was the result of active and
deliberate dishonesty; (ii) the director actually received
an improper personal benefit in money, property or services;
or (iii) in the case of any criminal proceeding, the
director had reasonable cause to believe that the act or
omission was unlawful. If the action, suit or proceeding
was one by or in the right of the Company, no
indemnification shall be made with respect to any action,
suit or proceeding in which the director shall have been
adjudged to be liable to the Company. A director also may
not be indemnified with respect to any action, suit or
proceeding charging improper personal benefit to the
director, whether or not involving action in the director's
official capacity, in which the director is adjudged to be
liable on the basis that a personal benefit was improperly
received. Unless limited by the Company's Charter: (i) a
court of appropriate jurisdiction, upon application of a
director, may order such indemnification as the court shall
deem proper if it determines that the director is fairly and
reasonably entitled to indemnification in view of all of the
relevant circumstances, regardless of whether the director
has met the standards of conduct required by MGCL Section 2-
418; and (ii) the Company shall indemnify a director if such
director is successful on the merits or otherwise in defense
of any action, suit or proceeding referred to above.
However, with respect to any action, suit or proceeding by
or in the right of the Company or in which the director was
adjudged to be liable on the basis that a personal benefit
was improperly received, the Company may only indemnify the
director for any expenses (including attorneys' fees)
incurred in connection with such action, suit or proceeding.
MGCL Section 2-418 further provides that unless
limited by the Company's Charter, the Company: (i) shall
(a) indemnify an officer of the Company if such officer is
successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, and (b)
indemnify an officer of the Company if a court of
appropriate jurisdiction, upon application of an officer,
shall order indemnification; (ii) may indemnify and advance
expenses to an officer, employee or agent of the Company to
the same extent that it may indemnify directors; and (iii)
may indemnify and advance expenses to an officer, employee
or agent who is not a director to such further extent,
consistent with law, as may be provided by the Charter,
Bylaws, general or specific action of the Company's Board of
Directors or contract.
The Charter of the Company, provides that the
Company shall indemnify its currently acting and its former
directors and officers against any and all liabilities and
expenses incurred in connection with their services in such
capacities to the maximum extent permitted by the MGCL, as
from time to time amended. If approved by the Board of
Directors, the Company may indemnify its employees, agents
and persons who serve and have served, at its request as a
director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture or other
enterprise to the extent determined to be appropriate by the
Board of Directors. The Company shall advance expenses to
its directors and officers entitled to mandatory
indemnification to the maximum extent permitted by the MGCL
and may in the discretion of the Board of Directors advance
expenses to employees, agents and others who may be granted
indemnification.
The Company's Charter provides that, to the
fullest extent permitted by the MGCL, as amended or
interpreted, no director or officer of the Company shall be
personally liable to the Company or its stockholders for
monetary damages in connection with events occurring at the
time such person served as a director or officer.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Articles of Incorporation1
4.2 Bylaws1
5 Opinion of Venable, Baetjer and Howard LLP2
23.1 Consent of Arthur Andersen LLP2
23.2 Consent of Venable, Baetjer and Howard LLP
(included in Exhibit 5)
24 Power of Attorney2
__________
1. Incorporated by reference to the Company's
Registration Statement on Form SB-2 (SEC File No. 333-
43487) filed on December 30, 1997.
2. Filed herewith.
Item 9. Undertakings.
The undersigned Company hereby undertakes:
(1) To file, during any period in which it offers
or sells securities, a post-effective amendment to this
Registration Statement to include any additional or changed
material information on the plan of distribution.
(2) That, for determining liability under the
Securities Act of 1933, as amended, to treat each post-
effective amendment as a new registration statement of the
securities offered, and the offering of the securities at
that time to be the initial bona fide offering.
(3) To file a post-effective amendment to remove
from registration any of the securities that remain unsold
at the end of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Baltimore, state of Maryland, on
March 25,1998.
CHAPMAN HOLDINGS, INC.
By: /s/ NATHAN A. CHAPMAN, JR.
Nathan A. Chapman, Jr.
President
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 dates indicated.
Signatures Title Date
President and March 25,
/s/ NATHAN A. CHAPMAN, JR. Director (Principal 1998
Nathan A. Chapman, Jr. Executive Officer)
Treasurer and March 25,
/s/ M. LYNN BALLARD Controller 1998
M. Lynn Ballard (Principal
Financial Officer
and Principal
Accounting Officer)
The Entire Board of
Directors
Nathan A. Chapman, Jr.
Donald V. Watkins
Earl U. Bravo
Lottie Shackelford
By:
/s/ NATHAN A. CHAPMAN, JR. March 25,
Nathan A. Chapman, Jr. 1998
Attorney-in-Fact
Exhibit Index
Exhibit Number Description Page
5 Opinion of Venable, Baetjer
and Howard LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Venable, Baetjer
and Howard LLP(included in
Exhibit 5)
24 Power of Attorney
BA3DOCS1\0081814.01
Exhibit 5
Venable, Baetjer and Howard, LLP
1800 Mercantile Bank & Trust Building
Two Hopkins Plaza
Baltimore, Maryland 21201-2978
March 25, 1998
Chapman Holdings, Inc.
World Trade Center-Baltimore
401 East Pratt Street
28th Floor
Baltimore, Maryland 21202
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Chapman Holdings,
Inc. (the "Corporation") in connection with a registration
statement on Form S-8 of the Corporation to be filed with
the Securities and Exchange Commission (the "Registration
Statement"), pertaining to the registration of 150,000
shares of common stock (par value $.001 per share) of the
Corporation (the "Shares") for issuance and sale pursuant to
the Corporation's 1998 Omnibus Stock Plan (the "Plan").
As counsel for the Company, we are familiar with
its Charter and Bylaws. We have examined the prospectus
included in its Registration Statement substantially in the
form in which it is to become effective and the Plan. We
have further examined and relied upon a certificate of the
Maryland State Department of Assessments and Taxation to
the effect that the Company is duly incorporated and
existing under the laws of the State of Maryland and is in
good standing and duly authorized to transact business in
the State of Maryland.
We have also examined and relied upon such
corporate records of the Company and other documents and
certificates with respect to factual matters as we have
deemed necessary to render the opinion expressed herein.
With respect to the documents we have reviewed, we have
assumed, without independent verification, the genuineness
of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity with
originals of all documents submitted to us as copies. As to
any facts material to this opinion that we did not
independently establish or verify, we have relied upon
statements and representations of officers and other
representatives of the Corporation and others.
Based upon the foregoing, we are of the opinion
that when sold, issued and paid for as contemplated in the
Plan, the Shares will be duly authorized, validly issued,
fully paid and nonassessable.
This letter expresses our opinion with respect to
the Maryland General Corporation Law governing matters such
as due organization and the authorization and issuance of
stock. It does not extend to the securities or "blue sky"
laws of Maryland, to federal securities laws or to other
laws.
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and to the
reference to us in the Registration Statement under the
heading "Legal Matters." In giving this consent, we do not
thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the Rules and Regulations of the
Commission thereunder.
Very truly yours,
/s/ VENABLE, BAETJER AND HOWARD, LLP
BA3DOCS1\0081808.01
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
As independent public accountants, we hereby consent to the
use of our report and all references to our firm included in
or made a part of this Form S-8 registration statement.
Baltimore, Maryland /s/ARTHUR ANDERSEN LLP
March 25, 1998
BA3DOCS1\0081811.01
Exhibit 24
CHAPMAN HOLDINGS, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned
Director(s) and Executive Officers of CHAPMAN HOLDINGS,
INC., a Maryland corporation, hereby constitute and appoint
NATHAN A. CHAPMAN, JR., and EARL U. BRAVO, SR. and either of
them, the true and lawful agents and attorney-in-fact of the
undersigned with full power and authority in either said
agent and attorney-in-fact, to sign for the undersigned and
in their respective names as Directors and Executive
Officers of Chapman Holdings, Inc., the Registration
Statement on Form S-8, and any and all further amendments to
said Registration Statement, hereby ratifying and confirming
all acts taken by such agent and attorney-in-fact, as herein
authorized.
DATE
/s/ NATHAN A. CHAPMAN, JR. February 27, 1998
Nathan A. Chapman, Jr.,
President and Director
(Principal Executive Officer)
/s/ EARL U. BRAVO, SR. February 27, 1998
Earl U. Bravo, Sr., Director
/s/ DONALD V. WATKINS February 27, 1998
Donald V. Watkins, Director
/s/ Lottie H. Shackelford February 27, 1998
Lottie H. Shackelford, Director
/s/ M. LYNN BALLARD February 27, 1998
M. Lynn Ballard, Treasurer and
Controller (Principal Accounting and
Financial Officer)
BA3DOCS1\0081809.01
