As filed with the Securities and Exchange Commission on February 23, 1999
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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AMERICOM USA, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 52-2068322
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1303 Grand Avenue
Arroyo Grade, California 93420
(Address of Principal Executive Offices)
COMPENSATION BONUS AGREEMENT OF JAYSON B. SCHWARZ, ESQ.
(full title of plan)
David Loomis, President
1303 Grand Avenue
Arroyo Grade, California 93420
805/542-6700
(Name, address and telephone number of agent for service)
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COPY TO:
Cassidy & Associates
1504 R Street, N.W.
Washington, D.C. 20009
202/387-5400
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount
Title of Securities Amount being Offering Aggregate of
to be Registered Registered (1) Price Per Offering Registra-
Share (2) Price (2) tion Fee
Common Stock,
par value 5,000 $2.00 $10,000 $3.00
$.0001 per share
TOTAL 5,000 $10,000 $3.00(3)
(1) Pursuant to Rule 416 under the Securities Act of 1933, as
amended, the number of shares of the issuer's Common Stock
registered hereunder will be adjusted in the event of stock splits,
stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the amount of
the registration fee pursuant to Rule 457, on the basis of the value
as determined by the recent private sale of the Company's common stock.
(3) Paid by electronic wire transfer.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
AMERICOM USA, INC.
5,000 Shares of Common Stock, $.0001 par value
Issued Pursuant to an Employment Compensation Bonus Agreement
This Prospectus is a part of a registration statement
on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, by AmeriCom USA, Inc., (the "Company" or the
"Registrant"). This Prospectus does not contain all the information
set forth in the Registration Statement, including the exhibits
filed as part thereof and otherwise incorporated therein to which
reference is hereby made. Copies of the Registration Statement and
the exhibits may be inspected at the offices of the Commission, and
may be obtained from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549 upon payment of
the prescribed fees.
The compensation agreement, together with the
information contained in Items 1 and 2 of Part I hereof and the
documents incorporated by reference in Item 3 of Part II of the
Registration Statement, taken together, are intended to constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended, and Rule 428 of the General
Rules and Regulations of the Commission thereunder.
On January 30,1999, the Company received from NASD
Regulation, Inc. the trading symbol AMUS for trading on the NASD OTC
Bulletin Board. Trading has not yet been cleared by NASD Regulation,
Inc. pending review of additional information which the Company has
furnished to it.
ITEM 1. PLAN INFORMATION
The 5,000 shares of the Company's common stock, $.0001
par value per share, to which this Registration Statement relates
are being issued pursuant to an employee compensation bonus
agreement (the "Agreement") with Jayson B. Schwarz, Esq. (the
"Employee") for services rendered for the Company by the Employee.
The Agreement is filed as part of this Registration Statement as an
exhibit.
The common stock registered hereby (the "Common Stock")
is not subject to any provisions of the Employee Retirement Income
Security Act of 1974. The Common Stock is treasury stock, and no
shares thereof will be purchased in the open market by the
Registrant. There are no restrictions imposed upon the Employees in
the resale of the Common Stock within the United States except those
imposed by Federal or state securities laws and regulations. The
receipt of the Common Stock may be considered income and may give
rise to Federal and state income taxation for the Employee, who is
advised to consult with an advisor concerning taxation arising from
receipt of the Common Stock. The Registrant anticipates that it
will have a corresponding deduction for income tax purposes as
compensation paid to the Employee.
Any person to whom the securities will be issued under
this Registration Statement may receive additional information
concerning the Company, the Agreement, this Registration Statement
or other information, without charge, upon written or oral request
made to AmeriCom USA, Inc., 1303 Grand Avenue, Arroyo Grande,
California, 805/542-6700.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Company will provide without charge to each person to whom a
Prospectus is delivered, upon the written or oral request of any
such person, a copy of any or all of the documents incorporated by
reference as specified in Item 3 of Part II of the Registration
Statement of which this Prospectus forms a part exclusive of
exhibits thereto unless such exhibits are specifically incorporated
by reference into the information that has been incorporated into
this Prospectus and any other documents required to be delivered
pursuant to Rule 428(b) of the General Rules and Regulations of the
Commission.
Requests for any of the foregoing should be directed to David
Loomis, President, AmeriCom USA, Inc., 1303 Grand Avenue, Arroyo
Grande, California, and its telephone number is 805/542-6700.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representations in connection with the offering described herein
other than those contained in this Prospectus, and, if given or
made, such information or representations must not be relied upon as
having been authorized by the issuer or any other person. This
Prospectus does not constitute an offer to sell or a solicitation of
an offer to buy any securities other than the shares of Common Stock
to which it relates, or any offer of such shares of Common Stock to
any person in any jurisdiction in which such offer is unlawful. The
delivery of this Prospectus at any time does not imply that the
information contained herein is correct as of any time subsequent to
such date.
The date of this Prospectus is February 23, 1999.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents and any and all amendments
thereto filed by AmeriCom USA, Inc. (the "Company" or the
"Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
Any document filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") through and subsequent to
the date hereof and prior to the termination of the offering of the
securities subject hereto including:
Form 10-SB filed with the Commission on February 11,
1998 (file no. 0-23769).
Quarterly Reports on Form 10-QSB filed with the
Commission on May 14, 1998, August 11, 1998 and November 12, 1998
(file no. 0-23769).
Current Report on Form 8-K filed with the Commission on
December 18, 1998 and the Current Report on Form 8-K/A filed with
the Commission on February 18, 1999 (file no. 0-23769).
ITEM 4. DESCRIPTION OF SECURITIES
Under the Company's Certificate of Incorporation, the
authorized capital stock of the Company consists of 120,000,000
shares, of which 100,000,000 shares are Common Stock and 20,000,000
shares are Preferred Stock. As of February 8, 1999, the Company had
32,246,528 shares of Common Stock outstanding and no shares of
Preferred Stock outstanding.
The following summary description of the securities of the Company
is qualified in its entirety by reference to the Certificate of
Incorporation, filed as an exhibit to the Company's registration
statement on Form 10-SB, which is incorporated in its entirety herein.
COMMON STOCK
The holders of Common Stock are entitled to one vote per share with
respect to all matters required by law to be submitted to
stockholders of the Company. The holders of Common Stock have the
sole right to vote, except as otherwise provided by law or by the
Company's Certificate of Incorporation, including provisions
governing any Preferred Stock. The Common Stock does not have any
cumulative voting, preemptive, subscription or conversion rights.
Election of directors and other general shareholder action requires
the affirmative vote of a majority of shares represented at a
meeting in which a quorum is represented. The outstanding shares of
Common Stock are, and the shares of Common Stock offered hereby will
be, validly issued, fully paid and non-assessable.
Subject to the rights of any outstanding shares of Preferred Stock,
the holders of Common Stock are entitled to receive dividends when,
as and if declared by the Board of Directors out of funds legally
available therefor. In the event of liquidation, dissolution or
winding up of the affairs of the Company, the holders of Common
Stock are entitled to share ratably in all assets remaining
available for distribution to them after payment or provision for
all liabilities and any preferential liquidation rights of any
Preferred Stock then outstanding.
PREFERRED STOCK
The Board of Directors is authorized, without action by the holders
of the Common Stock, to provide for the issuance of the Preferred
Stock in one or more series, to establish the number of shares to be
included in each series and to fix the designations, powers,
preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof. This includes,
among other things, voting rights, conversion privileges, dividend
rates, redemption rights, sinking fund provisions and liquidation
rights which may be superior to the Common Stock. The issuance of
one or more series of the Preferred Stock could adversely affect the
voting power of the holders of the Common Stock and could have the
effect of discouraging or making more difficult any attempt by a
person or group to attain control of the Company. The Company has no
present plans to issue any additional shares of Preferred Stock.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
James M. Cassidy, Esq., a principal of the law firm of
Cassidy & Associates, is the beneficial owner of 350,000 shares of
the Company's common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is incorporated in Delaware. Under Section
145 of the General Corporation Law of the State of Delaware, a
Delaware corporation has the power, under specified circumstances,
to indemnify its directors, officers, employees and agents in
connection with actions, suits or proceedings brought against them
by a third party or in the right of the corporation, by reason of
the fact that they were or are such directors, officers, employees
or agents, against expenses incurred in any action, suit or
proceeding. The Certificate of Incorporation and the By-laws of the
Company provide for indemnification of directors and officers to the
fullest extent permitted by the General Corporation Law of the State
of Delaware.
The General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision
eliminating the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary
duty as a director provided that such provision shall not eliminate
or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 (relating to liability for unauthorized acquisitions or
redemptions of, or dividends on, capital stock) of the General
Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper personal
benefit. The Company's Certificate of Incorporation contains such
a provision.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this
Registration Statement:
5.1 Opinion of Cassidy & Associates
10.1 AmeriCom USA, Inc. Compensation Bonus
Agreement with Employee
24.1 Consent of Weinberg & Company
24.2 Consent of Cassidy & Associates (contained
in Exhibit 5.1)
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 prospoectus 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; and
(iii) To include any additional or changed material information
with respect to the plan of distribution.
(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
securiites 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 liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) 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
Act and will be governed by the final adjudication of such issue.
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
authorized this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Arroyo
Grande, California, on February 22, 1999.
By /s/ Robert Cezar, Chief Executive Officer
By /s/ David Loomis, Operating Chief Financial Officer
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 dates indicated:
SIGNATURE TITLE DATE
/s/ Robert M. Cezar Director February 22, 1999
/s/ David H. Loomis Director February 22, 1999
/s/ Craig D. Machado Director February 22, 1999
EXHIBIT 5.1
[CASSIDY & ASSOCIATES LETTERHEAD]
February 22, 1999
Board of Directors
AmeriCom USA, Inc.
1303 Grand Avenue
Arroyo Grande, California
Gentlemen:
This opinion letter is submitted to you in conformance with Item 601
of Regulation S-B of the Securities and Exchange Commission with
respect to the registration on Form S-8 (the "Registration
Statement") by AmeriCom USA, Inc., a Delaware corporation, ("the
Company") of 5,000 shares of Common Stock, $.0001 par value per
share ("the Shares"), to be issued to Jayson B. Schwarz, Esq.
We have examined the original, certified, conformed, photostatic,
electronic, facsimile or other forms of such corporate records,
resolutions, certificates, authorizations or other documents as we
have considered relevant to our opinion. In all such examinations,
we have assumed the genuineness of all signatures on original
documents and the conformity to originals and certified documents of
all copies submitted to us as conformed, photostatic, electronic or
facsimile copies. In reviewing corporate records and other
documents, we have assumed the accuracy of those records and
documents. We have consulted with such officers, directors,
employees, and advisors of the Company in regard to questions of
material fact as we have considered relevant to our opinion, and
have relied upon the accuracy and completeness of the statements and
representations of such persons. We have examined such laws,
statutes, judicial or administrative decrees, interpretations and
opinions, and such other sources as we have considered material to
the legal issues relevant to our opinion.
Based upon and in reliance on the foregoing, we are of the opinion
that the Shares have been duly authorized for issue and that the
Shares, when issued as authorized by the Board of Directors of the
Company, will be duly authorized and validly issued, fully paid and
non-assessable.
We hereby consent to the inclusion of this opinion letter in
the Registration Statement to be filed with the Securities and
Exchange Commission.
Sincerely,
Cassidy & Associates
By James M. Cassidy, Esq.
EXHIBIT 10.1
[AMERICOM USA, INC. LETTERHEAD]
February 18, 1999
Mr. Jayson B. Schwarz
340 Springate Boulevard
Thorn Hill, Ontario L4J 3L9
Re: S-8 Issuance
Dear Jayson:
As you are well aware the Company has successfully achieved its
objectives in becoming a publicly trading company. Your efforts
have been instrumental in achieving this goal. As a token of our
appreciation, the Board of Directors has decided to issue you 5,000
common shares of AmeriCom USA, Inc. The Board will undertake to
register the shares on Form S-8 in order that they will be free
trading.
Once again, thank you for your efforts.
Yours very truly,
/s/ Robert M. Cezar
Chairman of the Board
WEINBERG & COMPANY, PA
Town Executive Center
6100 Glades Road, Suite 314
Boca Raton, Florida 33434
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to incorporation by reference in the Form S-8
Registration Statement of February 23, 1999 of AmeriCom USA, Inc.
our report dated January 29, 1999 (except for Note 13(e) and Note
4 as to which the dates are February 8, 1999 and February 10, 1999
respectively) relating to the combined balance sheets of AmeriCom
USA, Inc. and RMC Diversified Associates International,
Ltd. as of June 30, 1998 and 1997, and the related combined
statements of operations, changes in stockholders' deficiency, and
cash flows for the years then ended, which report appears in the
December 4, 1998 Form 8-K/A#1 Current Report of AmeriCom USA, Inc.
WEINBERG & COMPANY PA
Certified Public Accountants
Boca Raton, Florida
February 23, 1999
