UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under The Securities Act of 1933
MAS ACQUISITION VI CORP.
(Exact name of registrant as specified in its charter)
Indiana 35-2035070
(State or other jurisdiction of (I.R.S. Employer
of incorporation or organization) Identification No.)
1710 E. Division St., Evansville, Indiana 47711
(Address of principal executive offices) (Zip Code)
Consulting Services Agreements Compensation Plan
(Full name of the plan)
Aaron Tsai
President
MAS Acquisition VI Corp.
1710 E. Division St.
Evansville, IN 47711
(Name and address of agent for service)
(812) 479-7266
(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: 100,000 shares
Proposed maximum offering price per share: $0.001
Proposed maximum aggregate offering price: $100.00
Amount of registration fee: $0.03
<PAGE>
AVAILABLE INFORMATION
MAS Acquisition VI Corp. (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 100,000 shares of its common
stock to be issued pursuant to Consulting Services Agreements entered
into between the Company and two individuals who have provided
consulting services, Charles S. Roberson and David E. Carra, as
compensation for such services at an agreed upon value of $0.001 per
share. Other information required by Part I is included in documents
sent or given to the parties to the Consulting Services Agreements
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. 0-23947) are incorporated by reference in
this registration statement:
(a) The Company's Registration Statement on Form 10-SB/A filed on June
11, 1998 (File No. 0-23947), amending the Registration Statement on
Form 10-SB initially filed on March 25, 1998 pursuant to Section 12(g)
of the Securities Exchange Act which became effective on May 24, 1998
pursuant to Section 12(g)(1)(B) of the Securities Exchange Act of 1934.
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since May 24, 1998:
The Company's Quarterly Report on Form 10-QSB for the quarters
ended March 31, June 30 and September 30, 1998 and the Company's
current report on Form 8-K filed on October 8, 1998.
(c) The description of the Company's Common Stock contained in Item
8 of Part I of the Registrant's Registration Statement on Form 10-SB/A
filed on June 11, 1998.
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.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company shall indemnify to the fullest extent permitted by,
and in the manner permissible under the laws of the State of Indiana,
any person made, or threatened to be made, a party to an action or
proceeding, whether criminal, civil, administrative or investigative,
by reason of the fact that he is or was a director or officer of the
Company, or served any other enterprise as director, officer or
employee at the request of the Company. The Board of Directors, in
its discretion, shall have the power on behalf of the Company to
indemnify any person, other than a director or officer, made a party
to any action, suit or proceeding by reason of the fact that he/she
is or was an employee of the Company.
Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of
the Company, the Company 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceedings) is asserted
by such director, officer, or controlling person in connection with
any securities being registered, the Company, will unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submited to a court of appropriate jurisdiction of 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 issues.
INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE COMPANY FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE
AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION 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 Evansville, State
of Indiana, on December 31, 1998.
MAS Acquistion VI Corp.
By: /s/ Aaron Tsai
----------------------------------
Aaron Tsai
President, Chief Executive Officer
Treasurer and Director
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.
MAS Acquisition VI Corp.
Date: December 31, 1998
By: /s/ Aaron Tsai
----------------------------------
Aaron Tsai
President, Chief Executive Officer
Treasurer and Director
Date: December 31, 1998
By: /s/ Chia-Lun Tsai
----------------------------------
Chia-Lun Tsai
Vice President and Director
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
Number
<S> <C>
5.1 Opinion of Arthur W. Schlenkert
23.1 Consent of Arthur W. Schlenkert
23.2 Consent of James E. Scheifley & Associates, P.C.
99.1 Consulting Services Agreement - Charles S. Roberson
99.2 Consulting Services Agreement - David E. Carra
</TABLE>
<PAGE>
EXHIBIT 5.1 - OPINION REGARDING LEGALITY
December 31, 1998
Board of Directors
MAS Acquisition VI Corp.
1710 E. Division St.
Evansville, IN 47711
Re:Consulting Services Agreement Compensation Plan
Registration Statement on Form S-8
Gentlemen:
I have acted as counsel to MAS Acquisition VI Corp., an Indiana corporation
("Company"), in connection with the filing of the Company's registration
statement on Form S-8 with the Securities and Exchange Commission on this
date or in early January, 1999, ("Registration Statement") under the
Securities Act of 1933, as amended.
According to information and documentation supplied by the Company, the
Registration Statement is being filed in connection with the Company's
offering of 100,000 shares of common stock ("Shares") pursuant to the
Company's Consulting Services Agreements ("Agreements") which it entered
into with Charles S. Roberson and David E. Carra on December 16, 1998.
I am familiar with the proceedings to date with respect to such offering
and examined such records, documents and am satisfied with those matters
of fact I considered relevant as a basis for providing this opinion.
For purposes of this opinion, I assumed the authenticity of all documents
submitted to me at my request. I 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.
I am 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 Indiana and the
federal laws of the United States of America.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Arthur W. Schlenkert
Arthur W. Schlenkert
<PAGE>
EXHIBIT 23.1 - CONSENT OF COUNSEL
December 31, 1998
Board of Directors
MAS Acquisition VI Corp.
1710 E. Division St.
Evansville, IN 47711
Dear Gentlemen:
I hereby consent to being named in the Registration Statement as the
attorney who will pass upon legal matters in connection with the sale
of the shares referred to therein, and the filing of my opinion as an
Exhibit to the Registration Statement.
Very truly yours,
/s/ Arthur W. Schlenkert
Arthur W. Schlenkert
<PAGE>
EXHIBIT 23.2 - CONSENT OF ACCOUNTANTS
CONSENT OF INDEPENDENT CERTIFIED ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form
S-8 of our report dated January 12, 1998, relating to the financial
statements of MAS Acquisition VI Corp. as of December 31, 1997.
/s/ James E. Scheifley & Associates, P.C.
James E. Scheifley & Associates, P.C.
Certified Public Accountants
December 29, 1998
Denver, Colorado
<PAGE>
EXHIBIT 99.1 - CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is made and entered into as of the 16th day
of December, 1998, by and between Charles S. Roberson (hereinafter
referred to as "Consultant"), and MAS Acquisition VI Corp., a Indiana
corporation (hereinafter referred to as the "Company").
RECITALS
WHEREAS, Consultant has rendered valuable consulting services
to the Company during the period from October 16, 1998 through
the date hereof; and
WHEREAS, the parties desire to memorialize the services of the
Consultant and to compensate the Consultant 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 the Consultant has rendered consulting services and advice to the
Company relating to investigation and analysis of prospective business
acquisition opportunities.
2. Compensation. In consideration of the consulting
services rendered by each of the Consultants to the Company, the
Company hereby agrees to issue 50,000 shares of its common stock to
the Consultant (the "Shares"). The Shares shall be valued on the books
of the Company at a price of $0.001 per share. By execution of this
Agreement, Consultant acknowledges that the Shares are in full payment
for the services rendered.
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. Independent Contractor Status. The Consultant has
performed the services described herein as an independent contractor and
not as an employee of the Company.
5. 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 Indiana.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.
MAS Acquisition VI Corp.
BY: /s/Aaron Tsai
-------------
Aaron Tsai
President
CONSULTANT:
/s/ Charles S. Roberson
- -----------------------
Charles S. Roberson
<PAGE>
EXHIBIT 99.2 - CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is made and entered into as of the 16th day
of December, 1998, by and between David E. Carra (hereinafter referred
to as "Consultant"), and MAS Acquisition VI Corp., a Indiana
corporation (hereinafter referred to as the "Company").
RECITALS
WHEREAS, Consultant has rendered valuable consulting services
to the Company during the period from October 16, 1998 through
the date hereof; and
WHEREAS, the parties desire to memorialize the services of the
Consultant and to compensate the Consultant 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 the Consultant has rendered consulting services and advice to the
Company relating to investigation and analysis of prospective business
acquisition opportunities.
2. Compensation. In consideration of the consulting
services rendered by each of the Consultants to the Company, the
Company hereby agrees to issue 50,000 shares of its common stock to
the Consultant (the "Shares"). The Shares shall be valued on the books
of the Company at a price of $0.001 per share. By execution of this
Agreement, Consultant acknowledges that the Shares are in full payment
for the services rendered.
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. Independent Contractor Status. The Consultant has
performed the services described herein as an independent contractor and
not as an employee of the Company.
5. 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 Indiana.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.
MAS Acquisition VI Corp.
BY: /s/ Aaron Tsai
---------------
Aaron Tsai
President
CONSULTANT:
/s/ David E. Carra
- -------------------
David E. Carra
