As filed with the Securities and Exchange Commission on
October 6, 1998
Registration
No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland 52-2097010
(State or Other Jurisdiction of (I.R.S.
Employer Identification No.)
Incorporation or Organization)
401 East Pratt Street
28th Floor
Baltimore, Maryland 21202
(Address of Principal Executive Offices)
(Zip Code)
Chapman Capital Management Holdings, Inc. 1998 Omnibus Stock
Plan
(Full title of the Plan)
Nathan A. Chapman, Jr., Chairman
Chapman Capital Management Holdings, Inc.
401 East Pratt Street
28th Floor
Baltimore, Maryland 21202
(Name and address of agent for service)
(410) 625-9656
(Telephone number, including area code, of agent for
service)
Copy to:
Elizabeth R. Hughes, Esq.
Venable, Baetjer and Howard, LLP
2 Hopkins Plaza
1800 Mercantile Bank & Trust Building
Baltimore, Maryland 21201
CALCULATION OF REGISTRATION FEE
Amount Proposed Proposed Amount
Title of to maximum maximum of
Securities be offering aggregate registra
to be registered regist price offering tion
ered per share* price* fee
Common Stock, 150,00 $7.75 $1,162,500 $355
$.001 per share 0
Par Value Shares
* Calculated solely for the purpose of computing the
registration fee pursuant to Rules 457(c) and (h),
based upon the average of the bid and asked price as of
October 1, 1998.
<PAGE>
PART I
Documents containing the information specified in
Part I of Form S-8 have been and/or will be sent or given to
employees as specified by Rule 428(b)(1) of the Securities
Act of 1933, as amended (the "Securities Act"). In
accordance with the instructions to Part I of Form S-8, such
documents will not be 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 under the Securities Act.
These documents and the documents incorporated by reference
pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute the prospectus as
required by Section 10(a) of the Securities Act.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by
the registrant, Chapman Capital Management Holdings, Inc.
(the "Company"), with the Commission are incorporated herein
by reference:
(a) The Company's Final Prospectus filed pursuant
to Rule 424(b) dated August 11, 1998
(Registration No. 333-51883);
(b) Quarterly Report on Form 10-QSB, filed by the
Company on August 14, 1998 under the
Securities Exchange Act of 1934 (SEC File No.
0-24213);
(c) Description of Common Stock of the Company
contained in the Registration Statement on
Form 8-A filed by the Company on May 6, 1998
under the Securities Exchange Act of 1934
(SEC File No. 0-24213), including any
amendments or reports filed for the purpose
of updating such description.
All documents subsequently filed by the Company
with the Commission pursuant to Sections 13(a), 13(c), 14
<PAGE>
and 15(d) of the Securities Exchange Act of 1934, as
amended, 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 by reference into this
Registration Statement and to be a part of the Registration
Statement from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 2-418 of the Maryland General Corporation
Law (the "MGCL") provides that the Company may indemnify any
director who was, is or is threatened to be made a named
defendant or respondent to any threatened, pending or
completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the
fact that he is or was a director of the Company, or while a
director, is or was serving at the request of the Company as
a director, officer, partner, trustee, employee or agent of
another foreign or domestic corporation, partnership, joint
venture, trust, other enterprise or employee benefit plan,
against reasonable expenses (including attorneys' fees),
judgments, penalties, fines and settlements, actually
incurred by the director in connection with such action,
suit or proceeding, unless it is established that: (i) the
act or omission of the director was material to the matter
giving rise to such action, suit or proceeding, and was
committed in bad faith or was the result of active and
deliberate dishonesty; (ii) the director actually received
an improper personal benefit in money, property or services;
or (iii) in the case of any criminal proceeding, the
director had reasonable cause to believe that the act or
omission was unlawful. If the action, suit or proceeding
was one by or in the right of the Company, no
indemnification shall be made with respect to any action,
suit or proceeding in which the director shall have been
<PAGE>
adjudged to be liable to the Company. A director also may
not be indemnified with respect to any action, suit or
proceeding charging improper personal benefit to the
director, whether or not involving action in the director's
official capacity, in which the director is adjudged to be
liable on the basis that a personal benefit was improperly
received. Unless limited by the Company's Charter: (i) a
court of appropriate jurisdiction, upon application of a
director, may order such indemnification as the court shall
deem proper if it determines that the director is fairly and
reasonably entitled to indemnification in view of all of the
relevant circumstances, regardless of whether the director
has met the standards of conduct required by MGCL Section 2-
418; and (ii) the Company shall indemnify a director if such
director is successful on the merits or otherwise in defense
of any action, suit or proceeding referred to above.
However, with respect to any action, suit or proceeding by
or in the right of the Company or in which the director was
adjudged to be liable on the basis that a personal benefit
was improperly received, the Company may only indemnify the
director for any expenses (including attorneys' fees)
incurred in connection with such action, suit or proceeding.
MGCL Section 2-418 further provides that unless
limited by the Company's Charter, the Company: (i) shall
(a) indemnify an officer of the Company if such officer is
successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, and (b)
indemnify an officer of the Company if a court of
appropriate jurisdiction, upon application of an officer,
shall order indemnification; (ii) may indemnify and advance
expenses to an officer, employee or agent of the Company to
the same extent that it may indemnify directors; and (iii)
may indemnify and advance expenses to an officer, employee
or agent who is not a director to such further extent,
consistent with law, as may be provided by the Charter,
Bylaws, general or specific action of the Company's Board of
Directors or contract.
The Charter of the Company, provides that the
Company shall indemnify its currently acting and its former
directors and officers against any and all liabilities and
expenses incurred in connection with their services in such
capacities to the maximum extent permitted by the MGCL, as
<PAGE>
from time to time amended. If approved by the Board of
Directors, the Company may indemnify its employees, agents
and persons who serve and have served, at its request as a
director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture or other
enterprise to the extent determined to be appropriate by the
Board of Directors. The Company shall advance expenses to
its directors and officers entitled to mandatory
indemnification to the maximum extent permitted by the MGCL
and may in the discretion of the Board of Directors advance
expenses to employees, agents and others who may be granted
indemnification.
The Company's Charter provides that, to the
fullest extent permitted by the MGCL, as amended or
interpreted, no director or officer of the Company shall be
personally liable to the Company or its stockholders for
monetary damages in connection with events occurring at the
time such person served as a director or officer.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Articles of Incorporation(1)
4.2 Bylaws1
4.3 Chapman Capital Management Holdings, Inc. 1998
Omnibus Stock Plan.(1)
5 Opinion of Venable, Baetjer and Howard LLP(2)
23.1 Consent of Arthur Andersen LLP(2)
23.2 Consent of Venable, Baetjer and Howard LLP
(included in Exhibit 5)
24 Power of Attorney(2)
<PAGE>
[FN]
1. Incorporated by reference to the Company's
Registration Statement on Form SB-2 (SEC File No.
333-51883) filed on May 5, 1997.
2. Filed herewith.
</FN>
Item 9. Undertakings.
The undersigned Company hereby undertakes:
(1) To file, during any period in which it offers
or sells securities, 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 with the Registration Statement;
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, as amended, each
such post-effective amendment shall be deemed a new
registration statement relating to the securities offered
therein, and the offering of the securities at that time
shall be deemed the initial bona fide offering.
(3) To file a post-effective amendment to remove
from registration any of the securities that remain unsold
at the termination of the offering.
(4) That, for purpose of determining any
liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or
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.
<PAGE>
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 caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Baltimore, state of Maryland, on
October 2,1998.
CHAPMAN CAPITAL MANAGEMENT
HOLDINGS, INC.
By: /s/ NATHAN A. CHAPMAN, JR.
Nathan A. Chapman, Jr.
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.
Signatures Title Date
President and October 2,
/s/ NATHAN A. CHAPMAN, JR. Director (Principal 1998
Nathan A. Chapman, Jr. Executive Officer)
Treasurer and October 2,
/s/ M. LYNN BALLARD Controller 1998
M. Lynn Ballard (Principal
Financial Officer
and Principal
Accounting Officer)
The Entire Board of
Directors
Nathan A. Chapman, Jr.
Earl U. Bravo, Sr.
Theron Stokes
Robert L. Wallace
By:
/s/ NATHAN A. CHAPMAN, JR. October 2,
Nathan A. Chapman, Jr. 1998
Attorney-in-Fact
<PAGE>
Exhibit Index
Exhibit Number Description Page
5 Opinion of Venable, Baetjer
and Howard LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Venable, Baetjer
and Howard LLP(included in
Exhibit 5)
24 Power of Attorney
EXHIBIT 5
Venable, Baetjer and Howard, LLP
1800 Mercantile Bank & Trust Building
Two Hopkins Plaza
Baltimore, Maryland 21201-2978
October 5, 1998
Chapman Capital Management Holdings, Inc.
World Trade Center-Baltimore
401 East Pratt Street
28th Floor
Baltimore, Maryland 21202
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Chapman Capital
Management Holdings, Inc. (the "Company") in connection with
a registration statement on Form S-8 of the Company to be
filed with the Securities and Exchange Commission (the
"Registration Statement"), pertaining to the registration of
150,000 shares of common stock (par value $.001 per share)
of the Company (the "Shares") for issuance and sale pursuant
to the Company's 1998 Omnibus Stock Plan (the "Plan").
As counsel for the Company, we are familiar with
its Charter and Bylaws. We have examined the prospectus
included in its Registration Statement substantially in the
form in which it is to become effective and the Plan. We
have further examined and relied upon a certificate of the
Maryland State Department of Assessments and Taxation to
the effect that the Company is duly incorporated and
existing under the laws of the State of Maryland and is in
good standing and duly authorized to transact business in
the State of Maryland.
We have also examined and relied upon such
corporate records of the Company and other documents and
certificates with respect to factual matters as we have
deemed necessary to render the opinion expressed herein.
<PAGE>
With respect to the documents we have reviewed, we have
assumed, without independent verification, the genuineness
of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity with
originals of all documents submitted to us as copies. As to
any facts material to this opinion that we did not
independently establish or verify, we have relied upon
statements and representations of officers and other
representatives of the Company and others.
Based upon the foregoing, we are of the opinion
that when sold, issued and consideration is paid for as
contemplated in the Plan, the Shares will be duly
authorized, validly issued, fully paid and nonassessable.
This letter expresses our opinion with respect to
the Maryland General Corporation Law governing matters such
as due organization and the authorization and issuance of
stock. It does not extend to the securities or "blue sky"
laws of Maryland, to federal securities laws or to other
laws.
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and to the
reference to us in the Registration Statement. In giving
this consent, we do not thereby admit that we are within the
category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended, or the Rules
and Regulations of the Commission thereunder.
Very truly yours,
/s/ VENABLE, BAETJER AND HOWARD, LLP
BAODOCS1/0063068.01
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
As independent public accountants, we hereby consent to the
use of our report and all references to our firm included in
or made a part of this Form S-8 registration statement.
Baltimore, Maryland /s/ARTHUR ANDERSEN LLP
October 5, 1998
BAODOCS1/0063069.01
Exhibit 24
CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned
Director(s) and Executive Officers of CHAPMAN CAPITAL
MANAGEMENT HOLDINGS, INC., a Maryland corporation, hereby
constitute and appoint NATHAN A. CHAPMAN, JR., and EARL U.
BRAVO, SR. and either of them, the true and lawful agents
and attorney-in-fact of the undersigned with full power and
authority in either said agent and attorney-in-fact, to sign
for the undersigned and in their respective names as
Directors and Executive Officers of Chapman Capital
Management Holdings, Inc., the Registration Statement on
Form S-8, and any and all further amendments to said
Registration Statement, hereby ratifying and confirming all
acts taken by such agent and attorney-in-fact, as herein
authorized.
DATE
/s/ NATHAN A. CHAPMAN, JR. October 2, 1998
Nathan A. Chapman, Jr.,
President and Director
(Principal Executive Officer)
/s/ EARL U. BRAVO, SR. October 2, 1998
Earl U. Bravo, Sr., Director
/s/ ROBERT L. WALLACE September 24, 1998
Robert L. Wallace, Director
/s/ THERON STOKES October 1, 1998
Theron Stokes, Director
/s/ M. LYNN BALLARD October 2, 1998
M. Lynn Ballard, Treasurer and
Controller (Principal Accounting
and Financial Officer)
BAODOCS1/0063071.01
