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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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The Murdock Group Career Satisfaction Corporation
(Exact name of registrant as specified in its charter)
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Utah 87-0574421
(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification No.
5295 South Commerce Drive, Suite 400
Salt Lake City, Utah 84107
(801) 268-3232
(Address of Principal Executive Offices and Zip Code
and Telephone Number of Issuer)
Compensation Agreements
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KC Holmes, President and CEO
The Murdock Group Career Satisfaction Corporation
5295 South Commerce Drive, Suite 400
Salt Lake City, Utah 84107
(801) 268-3232
(Name, address and telephone number, including area code,
of agent for service)
Copies to:
Kevin R. Pinegar, Esq.
Durham Jones & Pinegar, P.C.
111 East Broadway, Suite 900
Salt Lake City, Utah 84111
(801) 415-3000
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed
Title of maximum maximum Amount
securities to Amount to be offering price aggregate of
be registered registered (1) per unit (2) offering price registration fee (3)
Class A Voting 423,000 shares $.81 $342,630 $90.45
Common Stock
No par value per share
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(1) This Registration Statement also covers an indeterminate number of Common
Shares that may be issuable by reason of stock splits, stock dividends or
similar transactions in accordance with Rule 416 under the Securities Act of
1933, as amended.
(2) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based upon the
average of the high and low prices of the Common Shares as reported on NASDAQ
OTCBB on July 26, 2000 (within 5 business days prior to the date of filing the
registration statement).
(3) $264 per $1,000,000 of aggregate offering price, pursuant to Section 6(b) of
the Securities Act of 1933, as amended.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to consultants as specified by Rule
428(b)(1). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by The Murdock Group Career
Satisfaction Corporation (the "Company") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1999; and
(b) The Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2000; and
(c) Description of the class of securities of the Company to be
offered, (incorporated by reference to the Registration
Statement of the Company previously filed, pursuant to which
the class of Class A Voting Common Stock of the Company was
registered under the Securities Exchange Act of 1934, as
amended).
All documents subsequently filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement 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 of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The law firm of Durham Jones & Pinegar, P.C. (the "Firm"), Salt Lake City,
counsel to the Company, has rendered an opinion attached as an exhibit hereto
with respect to the legality of the shares of Common Stock to be registered
herein.
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Item 6. Indemnification of Directors and Officers.
Sections 78-7502 - 78.751 of the Corporation Law of Utah, together with the
Bylaws of the Company, provide for indemnification of the Company's directors,
officers, employees, fiduciaries or agents, subject to the Company's
determination in each instance that indemnification is in accordance with the
standards set forth in the General Corporation Law and in the Bylaws. The
Company may purchase and maintain liability insurance on behalf of a person who
is or was a director, officer, employee, fiduciary, or agent of the Company
against liability asserted against or incurred by him or her in that capacity or
arising from his or her status as a director, officer, employee, fiduciary, or
agent, whether or not the Company would have power to indemnify him or her
against the same liability under the provisions of the Bylaws. See Articles 4.15
- 4.17 of the Company's Bylaws, which is incorporated herein by reference and
which qualifies the foregoing summary statement.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4(a) -- Advisory Agreement with Pete Chandler, dated July 26, 2000.
4(b) -- Advisory Agreement with Alexander Grant & Co., dated July 24,
2000.
5 -- Opinion of Durham, Jones & Pinegar, P.C. regarding validity of
Common Stock registered herein.
23(a) -- Consent of Hansen Barnett & Maxwell, LP
23(b) -- Consent of Durham Jones & Pinegar, P.C. (included in the
opinion filed as Exhibit 5 to this Registration Statement).
Item 9. Undertakings.
(a) The undersigned Company 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;
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(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 (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company 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, 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 that remain unsold at the
termination of the offering.
(b) The undersigned Company hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Company'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 the time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, 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
Securities 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 proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company 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
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against public policy as expressed in the Securities 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, the
registrant certifies that it has reasonable grounds to believe that it meets all
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 Salt Lake City, State of Utah, July 27, 2000.
The Murdock Group Career Satisfaction Corporation
By /s/ KC Holmes
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KC Holmes,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints KC Holmes his attorney-in-fact,
with the power of substitution, for him and in any and all capacities, to sign
any and all amendments to this Registration Statement (including post effective
amendments), and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact or his substitute or
substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the dates indicated.
Signature Title Date
/s/ KC Holmes
------------------------ Director, President and CEO July 27, 2000
KC Holmes (Principal Executive Officer)
/s/ Heather Stone Director July 27, 2000
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Heather Stone
/s/ Lance Heaton Director July 27, 2000
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Lance Heaton
/s/ Chet Nichols Controller July 27, 2000
------------------------ (Principal Accounting Officer)
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EXHIBIT INDEX
Exhibits
4(a) -- Advisory Agreement with Pete Chandler, dated July 26, 2000.
4(b) -- Advisory Agreement with Alexander Grant & Co., dated July 24,
2000.
5 -- Opinion of Durham Jones & Pinegar, P.C. regarding validity of
Common Stock registered herein.
23(a) -- Consent of Hansen Barnett & Maxwell LP
23(b) -- Consent of Durham Jones & Pinegar, P.C. (included in the
opinion filed as Exhibit 5 to this Registration Statement).
