As filed with the Securities and Exchange Commission on March 29, 1999
Registration No. 33-____________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
AMERICAN CUSTOM COMPONENTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of
Incorporation or Organization)
81-0478643
(I.R.S. Employer
Identification No.)<PAGE>
3310 W. MacArthur Boulevard
Santa Ana, California 92704
(Address of Principal Executive Offices, Including Zip Code)
____________________
Consulting Agreement
Legal Services Agreement
(Full Title of the Plan)
____________________
John Groom
President
3310 W. MacArthur Boulevard
Santa Ana, California 92704
(714) 662-2080
(Name, Address, and Telephone Number of Agent for Service)
COPIES TO:
M. Richard Cutler, Esq.
Law Offices of M. Richard Cutler
610 Newport Center Drive, Suite 800
Newport Beach, California 92660
(949) 719-1977
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered per Share Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock,
par value $0.001 368,571 $0.30(1) $110,571.30 $38.13
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in this Part I are
being separately provided to each of the Registrant's eligible
consultants as specified by Rule 428(b)(1).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference in this
Registration Statement:
(i) Registrant's Registration Statement on Form 10-SB,
filed with the Commission on March 3, 1998, aS amended by Amendment No. 1
filed with the Commission on December 22, 1998.
(ii) All other reports and documents subsequently filed by
the Registrant pursuant after the date of this Registration Statement
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange
Act of 1934 and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference and to be a part hereof from the date of the
filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the Common Stock offered hereby
will be passed upon for the Company by M. Richard Cutler, Esq., counsel
to the Company.
Along with the employees of the Law Offices of M. Richard Cutler,
Mr. Cutler holds a total of 215,821 shares of Common Stock of the Company.
Item 6. Indemnification of Directors and Officers.
The Corporation Laws of the State of Nevada and the Company's Bylaws
provide for indemnification of the Company's Directors for liabilities
and expenses that they may incur in such capacities. In general, Directors
and Officers are indemnified with respect to actions taken in good faith
in a manner reasonably believed to be in, or not opposed to, the best
interests of the Company, and with respect to any criminal action or
proceeding, actions that the indemnitee had no reasonable cause to believe
were unlawful. Furthermore, the personal liability of the Directors is
limited as provided in the Company's Articles of Incorporation.
Item 7. Exemption from Registration Claimed.
The Shares were issued for advisory and legal services rendered. These
sales were made in reliance of the exemption from the registration
requirements of the Securities Act of 1933, as amended, contained in
Section 4(2) thereof covering transactions not involving any public
offering or not involving any "offer" or "sale".
Item 8. Exhibits
4.1 Articles of Incorporation of the Registrant, as amended
(incorporated herein by reference to Exhibits 3.1 and 3.2 of the
Registrant's Registration Statement on Form 10-SB (File No. O-23859), as
amended (the "Form 10-SB").
4.2 Bylaws of the Registrant (incorporated herein by
reference to Exhibit 3.3 of the Registrant's Form 10-SB.
4.3 Michelson Group Corporate Development Agreement dated
July 30, 1997 (incorporated herein by reference to Exhibit 10.4 of the
Registrant's Form 10-SB.
4.4 Two (2) Option Agreements to the Michelson Group dated
August 22, 1997 (incorporated herein by reference to Exhibit 10.5 of the
Registrant's Form 10-SB.
<PAGE>
4.5 Letter Agreement with Michelson dated October 13, 1998
regarding the issuance of stock
4.6 Legal Retainer Agreement of the Law Offices of
M. Richard Cutler.
4.7 Letter Agreement with Law Offices of M. Richard Cutler
dated February 23, 1999 regarding the issuance of stock.
5.1 Opinion of M. Richard Cutler, Esq., counsel to the
Registrant, regarding legality of securities being registered.
23.1 Consent of M. Richard Cutler (included in Exhibit 5.1).
23.2 Consent of Kelly & Company, Inc., Independent Public
Accountants.
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 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
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.
(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 whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that is
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 Santa Ana, State of California,
on March 29, 1999.
American Custom Components, Inc.
/s/ John Groom
By: John Groom
Its: 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.
/s/ John Groom President and Director
John Groom
/s/ Ed Loyd Secretary, Chief Financial
Ed Loyd Officer, and Director
THE MICHELSON GROUP, INC. LETTERHEAD
October 13, 1998
John Fritch
John Groom
American Custom Components
3310 West MacArthur Blvd.
Santa Ana, CA 92704
Sent Via Facsimile (714) 662-2081
In reviewing our receivables I've noticed that as of today we are
carrying a $63,502 balance from American Custom Components, Inc.
I know you are in a cash crunch and we would like to help. As you
know we have a vested equity position in the company and are in this
for the duration. In order to resolve the receivables I will tend
you the following offer. Today's bid price of ACCM stock is .375
cents, we would be willing to convert our debt to equity at
approximately 85% of the bid price which equates to .3187 cents per
share or 200,000 shares of stock. If this is acceptable to you
please sign this letter and fax back to me. This offer expires on
October 16, 1998.
Sincerely,
/s/ Bruce Berman
Bruce Berman
President
Agreed and Accepted
/s/ John Fritch 10/16/98
American Custom Components
Law offices of
M. RICHARD CUTLER, ESQ.
610 NEWPORT CENTER DRIVE, SUITE 800
NEWPORT BEACH, CALIFORNIA 92660
(714) 719-1977
FAX: (714) 719-1988 M. Richard Cutler, Esq.
Email: [email protected] Brian A. Lebrecht, Esq.
September 25, 1997
American Custom Components
1515 South Sunkist Street
Anaheim, CA 92806
Attn: Martin Tony Walk
Re: Legal Retainer Agreement
Dear Tony:
This letter sets forth our understanding whereby you have
engaged this firm to represent you with respect to various corporate
and securities matters (hereinafter referred to as the "Matters").
At your request, we may also undertake to represent you with respect
to other ongoing and new matters. California law requires lawyers
to have written fee contracts with their clients. This letter, when
signed by you, will constitute the written fee contract required by
California law. In connection therewith, our understanding and
agreement is as follows:
1. We will undertake to advise you in connection with the
Matters and any other matters you ask us to undertake. We
will undertake to prepare such documents as may be required
to effect the foregoing.
2. There can be no assurances, and we make no guarantees,
representations or warranties as to the particular results
from our services and the response and timeliness of action
by any governmental official or department.
3. You understand that the accuracy and completeness of any
document prepared by us is dependent upon your alertness to
assure that it contains all material facts which might be
important and that such documents must not contain any
misrepresentation of a material fact nor omit information
necessary to make the statements therein not misleading. To
that end, you agree to review, and confirm to us in writing
that you have reviewed, all materials for their accuracy and
completeness prior to any use thereof. You also acknowledge
that this responsibility continues in the event that the
materials become deficient in this regard.
4. We will undertake this representation for our usual hourly
fee, which is $100.00 per hour for paralegals, $200.00 per
hour for associates and $250.00 per hour for partners. We
will commence work upon the receipt of a retainer in the
amount of $5,000.00. We will bill you monthly with the
understanding that, except as set forth otherwise herein,
unless otherwise agreed to by us, you will pay the full
amount of each statement American Custom Components
<PAGE>
September 25, 1997
Page 2
within ten days after your receipt thereof. Amounts past due for 30
days or more will be charged a finance charge of 10% per annum.
This acknowledges our agreement of even date herewith to credit not
less than 50% of legal fees incurred towards the exercise of warrants
to purchase common stock of the Company in accordance with a Warrant
Agreement of even date herewith. The terms of the Warrant Agreement
are incorporated herein by reference.
5. Hourly fees do not include incidental costs
and expenses such as copying charges,
messenger charges, SEC filing fees, blue sky
filing fees, other filing fees, court costs
and facsimile charges. The other costs will
be billed to you or, in the case of certain
expenses such as blue sky or corporate filing
costs, you will be requested to provide such
amounts in advance. You agree to pay all
expenses advanced by the firm and to provide
expenses in advance to the extent requested by
the firm.
6. The firm reserves the right to immediately
withdraw its representation in the event that
(i) we discover any misrepresentation of
information provided to us, or (ii) you and
any of your affiliates engages in any conduct
or activities contrary to our advice which in
our opinion would constitute a violation of
applicable law. In the event legal action is
required to collect any amounts due hereunder,
you agree to pay legal fees and expenses
required to collect such amounts.
7. We will consult with you on all major
decisions and will attempt to keep you fully
informed of the status of the preparation of
documents and responses to filings, if any, as
well as our recommended strategies. You
should feel free to call at any time if you
have any questions or wish to discuss any
aspect of this matter.
8. You are advised that the firm maintains errors
and omissions insurance applicable to the
foregoing representation.
9. This Agreement shall be governed by the laws
of the State of California and venue for any
action hereunder shall be in Orange County,
California.
If this letter correctly sets forth your
understanding and agreement with respect to the
matters mentioned above, please execute and return one
copy of this letter together with an initial $5,000.00
retainer check.
Very truly yours,
/s/ M. Richard Cutler
M. Richard Cutler, Esq.
<PAGE>
The undersigned hereby confirms and agrees
that this letter, executed and effective this _____
day of September, 1997, sets forth my understanding
and agreement with the Law Offices of M. Richard Cutler.
American Custom Components, Inc.
/s/ Martin Tony Walk
By: Martin Tony Walk,
Chief Executive Officer
Law offices of
M. RICHARD CUTLER, ESQ.
610 NEWPORT CENTER DRIVE, SUITE 800
NEWPORT BEACH, CALIFORNIA 92660
(949) 719-1977 M. Richard Cutler, Esq.
FAX: (949) 719-1988 Brian A. Lebrecht, Esq.
www.cutlerlaw.com Vi Bui, Esq.
February 23, 1999
Via Facsimile (714) 662-2081
John Groom
President
American Custom Components, Inc.
3310 W. MacArthur Blvd.
Santa Ana, CA 92704
RE: OUTSTANDING ACCOUNT
Dear John:
This letter will confirm our agreement to credit your
outstanding balance with our firm in the amount of $41,831.42 in
exchange for the issuance of 150,000 shares of common stock of ACC,
said shares to be registered on Form S-8, and thus become free
trading, as soon as possible.
If you have any further questions, please do not hesitate
to contact me.
Sincerely,
/s/ Brian A. Lebrecht
Brian A. Lebrecht, Esq.
Law offices of
M. RICHARD CUTLER, ESQ.
610 NEWPORT CENTER DRIVE, SUITE 800
NEWPORT BEACH, CALIFORNIA 92660
(949) 719-1977 M. Richard Cutler, Esq.
FAX: (949) 719-1988 Brian A. Lebrecht, Esq.
www.cutlerlaw.com Vi Bui, Esq.
March 25, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
RE: AMERICAN CUSTOM COMPONENTS, INC.
Ladies and Gentlemen:
This office represents American Custom
Components, Inc., a Nevada corporation (the
"Registrant") in connection with the
Registrant's Registration Statement on Form S-8
under the Securities Act of 1933 (the
"Registration Statement"), which relates to the
sale of (i) 200,000 shares of the Registrant's
Common Stock issued to Michelson Group, Inc. for
performance of certain corporate advisory and
consulting services (the "Advisor's Shares")
and (ii) 168,571 shares of the Registrant's
Common Stock issued to MRC Legal Services
Corporation and M. Richard Cutler for
performance of certain legal services (the
"Counsel's Shares". The Advisor's Shares and
the Counsel's Shares together shall be referred
to as the "Registered Securities"). In
connection with our representation, we have
examined such documents and undertaken such
further inquiry as we consider necessary for
rendering the opinion hereinafter set forth.
Based upon the foregoing, it is our
opinion that the Registered Securities, when
sold as set forth in the Registration Statement,
will be legally issued, fully paid and
nonassessable.
We hereby consent to the inclusion of
this opinion in the Registration Statement and
to the filing of this opinion as Exhibit 5.1 to
the Registration Statement and with such state
regulatory agencies in such states as may
require such filing in connection with the
registration of the Registered Securities for
offer and sale in such states.
Law Offices of M. Richard Cutler
/s/ M. Richard Cutler
By: M. Richard Cutler, Esq.
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We consent to the incorporation by reference in the Registration
Statement (Form S-8 File No. O-23859) pertaining to the Consulting
Agreement - Legal Services Agreement Plan of American Custom
Components, Inc. of our report dated July 6, 1998, with respect to
the consolidated financial statements of American Custom Components,
Inc. included in its Annual Report (Form 10-SB) for the year ended
March 31, 1998, filed with the Securities and Exchange Commission.
/s/ Kelly & Company
Kelly & Company
Newport Beach, California
March 29, 1999
