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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
AMERICA'S SENIOR FINANCIAL SERVICES, INC.
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(Exact name of issuer as specified in its charter)
FLORIDA 65-0181535
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State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
9501 N.E. 2ND AVENUE
MIAMI SHORES, FL 33138
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(Address of principal executive offices)
ENGAGEMENT AGREEMENTS
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(Full title of the Plan)
Nelson Locke, President
AMERICA'S SENIOR FINANCIAL SERVICES, Inc.
9501 N.E. 2nd Avenue
Miami Shores, Florida 33138
(305) 751-3232
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(Name, address and telephone number of agent for service)
Approximate date of commencement of sales pursuant to the Plan: From time to
time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED MAXIMUM PROPOSED
SECURITIES AMOUNT OFFERING PRICE MAXIMUM AMOUNT OF
TO BE TO BE PER SHARE AGGREGATE REGISTRATION
REGISTERED REGISTERED (a) OFFERING PRICE FEE
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Common Stock 280,000 $.33 $92,400 $24.39
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(a) Calculated in accordance with Rule 457(c).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in the
registration statement:
(a) The registrant's latest annual report on Form 10-KSB, or, if the
financial statements therein are more current, the regis-trant's latest
prospectus, other than the prospectus of which this document is a part, filed
pursuant to Rule 424(b) or (c) of the Securities Exchange Commission under the
Securities Act of 1933.
(b) All other reports filed by the registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report or the prospectus referred to in (a)
above.
All documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to the registration statement which indicates that
all of the shares of common stock offered have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be incor-porated by
reference in the registration statement and to be a part hereof from the date of
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
superseded 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 such statement so modified or superseded shall
not be deemed, except as so modified or superseded, 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.
Reference is hereby made to the provisions of the Florida Business
Corporation Act which provides for indemnification of directors and officers
under certain circumstances.
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The Registrant's Articles of Incorporation and Bylaws provide that the
Company shall, to the fullest extent permitted by the laws of the State of
Florida, indemnify any director, officer, employee and agent of the corporation
against expenses incurred by such person by reason of the fact that he serves or
has served the corporation in such capacity.
Indemnification under the Company's Articles Bylaws is nonexclusive of
any other right such persons may have under statute, agreement, bylaw or action
of the Board of Directors or shareholders of the corporation.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The exhibits to the registration statement are listed in the Exhibit
Index elsewhere herein.
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 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 registra-tion
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggre-gate, 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.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amend-ment 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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(3) To remove 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the pros-pectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 or Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons or the registrant pursuant to the provi-sions described in Item 6, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commis-sion 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
proceedings) 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 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 is 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in Miami Shores, Florida on November 21, 2000.
AMERICA'S SENIOR FINANCIAL
SERVICES, INC.
By: /s/ NELSON A. LOCKE
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Nelson A. Locke,
President and Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ NELSON A. LOCKE President, Chairman, November 21, 2000
------------------------ Treasurer, Director
Nelson A. Locke (Principal executive
officer)
/s/ DEAN GIRARD Acting Chief Financial November 21, 2000
------------------------ Officer (Principal
Dean Girard accounting officer)
/s/ CHERYL D. LOCKE Director November 21, 2000
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Cheryl D. Locke
/s/ MICHAEL BUONO Director November 21, 2000
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Michael Buono
/s/ THOMAS G. SHERMAN Director November 21, 2000
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Thomas G. Sherman
/s/ CHARLES M. KLUCK Director November 21, 2000
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Charles M. Kluck
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EXHIBIT INDEX
NO. DESCRIPTION
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5 Opinion of Joel Bernstein, Esq., P.A.
23.2 Consent of Accountant
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