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As filed with the Securities and Exchange Commission on May 19, 2000
Registration No. _________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COLUMBIA CAPITAL CORP.
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(Exact name of Registrant as specified in its charter)
Delaware 11-3210792
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1157 North 5th Street, Abilene, Texas 79601
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(Address of Principal Executive Offices) (Zip Code)
Columbia Capital Corp. 1998 Stock Option Plan
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(Full title of the plan)
Kenneth A. Klotz
Chief Executive Officer and President
1157 North 5th Street
Abilene, Texas 79601
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(Name and address of agent for service)
(915) 674-3110
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(Telephone number, including area code, of agent for service)
With copy to:
Fred A. Summer, Esq.
Squire, Sanders & Dempsey L.L.P.
41 South High Street
Columbus, Ohio 43215
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price per Aggregate Offering Amount of
to be Registered Registered Share (1) Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.001 1,250,000 $.62 $775,000.00 $204.60
per share
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</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee. Pursuant to Securities Act Rule 457(h), the proposed
maximum offering price per unit is the highest price at which options may
be exercised.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such documents
need not be filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act (the "Section 10(a)
Prospectus").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
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Upon written or oral request, Columbia Capital Corp., a Delaware
corporation (the "Registrant"), will provide, without charge, a copy of all
documents incorporated by reference in Item 3 of Part II of this Registration
Statement, which are incorporated by reference in the Section 10(a) Prospectus,
and all other documents required to be delivered to employees pursuant to Rule
428(b) promulgated under the Securities Act. All requests should be made to
Columbia Capital Corp., Kenneth A. Klotz, President, 1157 North 5th Street,
Abilene, Texas 79601, tel. no. (915) 674-3110.
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
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The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1999.
(b) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2000.
(c) The description of the Registrant's common shares, par value
$.001 per share, contained in the Registrant's registration
statements filed under the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.
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All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 in this Registration Statement and to be a part
hereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES.
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Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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The Registrant's Certificate of Incorporation and Bylaws generally
provide for the maximum indemnification of a corporation's officers and
directors as permitted by law in the State of Delaware. In addition, the
Registrant has entered into indemnification agreements ("Indemnification
Agreements") with each of its directors. The limitations on the directors'
liability provided by the Registrant's Certificate of Incorporation and Bylaws,
together with the Indemnification Agreements, reduce significantly the number of
instances in which directors might be held liable to the Registrant for monetary
damages for breach of their fiduciary duties.
a. DELAWARE LAW, GENERALLY. Delaware law empowers a corporation to
indemnify any person who was or is a party or who is threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except in the case of
an action by or in the right of the corporation, by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise. Depending on the
character of the proceeding, a corporation may indemnify against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceedings, had no
reasonable cause to believe his or her conduct was unlawful.
A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or other
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enterprise, against expenses, including amounts paid in settlement and
attorney's fees actually and reasonably incurred by him or her in connection
with the defense or settlement of the action or suit if he or she acted in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation. Indemnification may not be
made for any claim, issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the
corporation unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
b. THE INDEMNIFICATION AGREEMENTS. The Indemnification Agreements
provide the Indemnitee with the maximum indemnification allowed under applicable
law. Since Delaware statutes are non-exclusive, it is possible that certain
claims beyond the scope of the statute may be indemnifiable. The Indemnification
Agreements provide a scheme of indemnification which may be broader than that
specifically provided by Delaware law. It has not yet been determined, however,
to what extent the indemnification expressly permitted by Delaware law may be
expanded, and therefore the scope of indemnification provided by the
Indemnification Agreements may be subject to future judicial interpretation.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
Item 8. EXHIBITS.
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The following is a complete list of exhibits filed as a part of or
incorporated by reference in this Registration Statement.
Exhibit No: Description of Exhibit
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4 Description of Securities (filed as of June 18, 1998 as part of
Registrant's Amendment No. 1 to Form 10-SB, and incorporated
herein by reference)
5 Opinion of Squire, Sanders & Dempsey L.L.P.
23.1 Consent of Davis, Kinard & Co., P.C.
23.2 Consent of Squire, Sanders & Dempsey L.L.P. (contained in the
opinion filed as Exhibit 5)
24 Powers of Attorney
99.1 Columbia Capital Corporation 1998 Stock Option Plan
(incorporated by reference to Exhibit C of Registrant's
definitive proxy statement filed on June 16, 1998)
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Item 9. UNDERTAKINGS.
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(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;
(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 (i) and (ii) do not apply if the Registration
Statement is on Form S-8 and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(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 any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to 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.
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(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 of 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 caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Abilene, and the State of Texas, on May 19, 2000.
COLUMBIA CAPITAL CORP.
By: /S/ Kenneth A. Klotz
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Kenneth A. Klotz
Chief Executive Officer and President
The undersigned directors and officers of the Registrant do hereby
constitute and appoint Kenneth A. Klotz and Charles LaMontagne, or either of
them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, to
execute and file with the Commission under the Securities Act of 1933 a
Registration Statement on Form S-8 relating to the registration of 1,250,000
common shares issuable or saleable under the Columbia Capital Corp. 1998 Stock
Option Plan (the "Securities"), with any and all amendments, supplements and
exhibits thereto, to execute and file any and all other applications or other
documents to be filed with the SEC and all documents required to be filed with
any state securities regulating board or commission pertaining to such
Securities registered pursuant to the Registration Statement on Form S-8, with
any and all amendments, supplements and exhibits thereto, each such attorney to
have full power to act with or without the others, and to have full power and
authority to do and perform, in the name and on behalf of the undersigned, every
act whatsoever necessary, advisable or appropriate to be done in the premises as
fully and to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and approving the act of said attorneys and any of them
and any such substitute.
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 date indicated.
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/S/ Kenneth A. Klotz Chief Executive Officer, President and May 19, 2000
-------------------------- Chairman of the Board of Directors
Kenneth A. Klotz (Principal Executive Officer)
/S/ Charles LaMontagne Chief Financial Officer, Executive Vice May 19, 2000
-------------------------- President (Principal Financial and
Charles LaMontagne Accounting Officer)
/S/ Olan Beard Executive Vice President, Chief May 19, 2000
-------------------------- Operating Officer and Director
Olan Beard
/S/ Robert M. Feldman Director May 19, 2000
--------------------------
Robert M. Feldman
/S/ Donald L. Thone Director May 19, 2000
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Donald L. Thone
/S/ Jared Davis Director May 19, 2000
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Jared Davis
/S/ A. David Davis Director May 19, 2000
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A. David Davis
/S/ Allen Davis Director May 19, 2000
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Allen Davis
/S/ Roland Koch Director May 19, 2000
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Roland Koch
/S/ Harvey A. Wagner Director May 19, 2000
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Harvey A. Wagner
</TABLE>
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION METHOD OF FILING
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4 Description of Securities **
5 Opinion of Squire, Sanders & Dempsey L.L.P. *
23.1 Consent of Davis, Kinard & Co., P.C. *
23.2 Consent of Squire, Sanders & Dempsey L.L.P. See Exhibit 5
24 Powers of Attorney See Signature Page
99.1 Columbia Capital Corp. 1998 Stock Option Plan **
* Filed herewith.
** Incorporated herein by reference.
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