SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PREMIER MORTGAGE RESOURCES, INC.
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 88-0343833
------------------------ --------------------------
(STATE OF INCORPORATION) (I.R.S. EMPLOYER I.D. NO.)
280 Windsor Highway New Windsor, NY 12553
-------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Consultants Compensation Plan
-----------------------------------------------------------
(FULL TITLE OF THE PLAN)
Joseph Cilento, President
280 Windsor Highway
New Windsor, New York 12553
(914) 561-7770
--------------
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF OFFERING AGGREGATE
SECURITIES TO BE AMOUNT TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT PRICE(1) FEE
--------------------------------------------------------------------------------
Common Stock 500,000 $.25 $125,000 $25.00
$.001 par value
--------------------------------------------------------------------------------
(1) The Offering Price is used solely for purposes of estimating the
registration fee pursuant to Rule 457(c) and by Rule 457(h), computed upon
the basis of the average of the bid and asked price of the securities of
the same class as of a September 29, 2000.
<PAGE>
PART 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Premier Mortgage Resources, Inc. ("The Company", "we", "us" or the "Registrant"
is offering a total of 500,000 shares of its Common Stock to professionals and
consultants for services including legal consulting, computer consulting and
other consulting services, including legal, computer system design and software
consulting services. The issuance of shares is being made pursuant to the
Consultants Compensation Plan (the "Plan") adopted by the Board of Directors on
October 2, 2000. The 500,000 shares will cover the costs of previously rendered
services as well as ongoing services to the Company. Each consultant has agreed
to accept shares under the Plan in lieu of a cash payment for its services. The
shares issued hereunder will not be subject to any resale restrictions. The Plan
is not qualified under ERISA, nor is this Plan qualified under Section 401(a) of
the Internal Revenue Code.
There are no ongoing reporting obligations of Consultants, nor are there any
ongoing contributions from the Registrant. The purpose of this Registration of
securities on Form S-8 is to compensate individuals and/or entities that have
performed and continue to perform services to the Registrant. Because we have
limited cash flow at this time, the Board has authorized this registration and
written the Plan to satisfy present and future compensation obligations to
professionals and consultants. This registration is limited to 500,000 shares.
The Consultants eligible for shares under the Plan have performed, or will
perform in the future, services or activities for which shares may be issued
under a Form S-8. Consultants may contact Joseph Cilento, the Plan Administrator
and President of the Registrant, with any questions at (914) 561-7770, extension
203.
Item 2. Registrant Information and Employee Plan Annual.
In addition to receiving a copy of the Plan, each eligible Consultant shall have
access, upon oral or written request, to any documentation regarding the Plan
that may not be included in this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The following document, which are on file with the Securities and
Exchange Commission, are incorporated herein by reference:
(a) The Company's latest amended annual report (10-KSB), filed May 30,
2000, pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), that contains audited
financial statements for the Company's latest fiscal year for which
such statements have been filed. The description of the Company's
Common Stock is contained in that amended annual report incorporated
by reference herein.
(b) The Company's first and second 10-QSB filings, filed on May 15, 2000
and August 21, 2000 respectively.
Item 4. Not Applicable.
Item 5. Interest of Named Experts And Counsel.
The Company's Securities Counsel, Law Office of Andrea Cataneo, Ltd.,
is being compensated for legal services by the issuance of 78,000 shares of the
Company's common stock under the Plan.
Item 6. Indemnification of Directors and Officers.
NEVADA CORPORATION LAW
Section 78.7502 of the Nevada General Corporation Law contains provisions
authorizing indemnification by the Company of directors, officers, employees or
agents against certain liabilities and expenses, which they may incur as
directors, officers, employees, or agents of the Company or of certain other
entities. Section 78.7502(3) provides for mandatory indemnification, including
attorney's fees, if the director, officer, employee or agent has been successful
on the merits or otherwise in defense of any action, suit or proceeding or in
defense of any claim, issue or matter therein. Section 78.751 provides that such
Page 2
<PAGE>
indemnification may include payment by the Company of expenses incurred in
defending a civil or criminal action or proceeding in advance of the final
disposition of such action or proceeding upon receipt of an undertaking by the
person indemnified to repay such payment if he shall be ultimately found not to
be entitled to indemnification under the Section. Indemnification may be
provided even though the person to be indemnified is no longer a director,
officer, employee or agent of the Company or such other entities. Section 78.752
authorizes the Company to obtain insurance on behalf of any such director,
officer employee or agent against liabilities, whether or not the Company would
have the power to indemnify such person against such liabilities under the
provisions of the Section 78.7502.
Under Section 78.751(e) the indemnification and advancement of expenses provided
pursuant to Sections 78.7502 and 78.751 are not exclusive, and subject to
certain conditions, the Company may make other or further indemnification or
advancement of expenses of any of its directors, officers, employees or agents.
Because neither the Articles of Incorporation, as amended, or By-Laws of our
Company otherwise provide, notwithstanding the failure of the Company to provide
indemnification and despite a contrary determination by the Board of Directors
or its shareholders in a specific case, a director, officer, employee or agent
of the Company who is or was a party to a proceeding may apply to a court of
competent jurisdiction for indemnification or advancement of expenses or both,
and the court may order indemnification and advancement of expenses, including
expenses incurred in seeking court-ordered indemnification or advancement of
expenses if it determines that the petitioner is entitled to mandatory
indemnification pursuant to Section 78.7502(3) because he has been successful on
the merits, or because the Company has the power to indemnify on a discretionary
basis pursuant to Section 78.7502 or because the court determines that the
petitioner is fairly and reasonably entitled indemnification or advancement of
expenses or both in view of all the relevant circumstances.
ARTICLES OF INCORPORATION AND BY-LAWS
Our Articles of Incorporation and By-Laws empower us to indemnify current or
former directors, officers, employees or agents of the Company or persons
serving by request of the Company in such capacities in any other enterprise or
persons who have served by the request of the Company is such capacities in any
other enterprise to the full extent permitted by the laws of the State of
Nevada.
INDEMNITY AGREEMENTS
To induce and encourage highly experienced and capable persons to serve as
directors and officers, our Company has entered into an Indemnity Agreement with
each director and officer presently serving the Company and will provide the
same agreement to future directors and officers as well as certain agents and
employees. The Agreement provides that we shall indemnify the director and/or
officer, or other person, when he or she is a party to, or threatened to be made
a party to, a proceeding by, or in the name of, the Company. Expenses incurred
by the indemnified person in any proceeding are to be paid to the fullest extent
permitted by applicable law. The Agreement may at some time require the Company
to pay out funds which might otherwise be utilized to further the Company=s
business objectives, thereby reducing our ability to carry out our projected
business plans.
SEC POSITION ON INDEMNIFICATION FOR SECURITY ACT LIABILITY
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, 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 of 1933, as amended, and is, therefore, unenforceable. If 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,
Page 3
<PAGE>
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy expressed in the Securities Act
of 1933, as amended, and will be governed by the final adjudication of such
issue.
OFFICERS AND DIRECTORS LIABILITY INSURANCE
At present, we do not maintain Officers and Directors Liability Insurance and,
because of the anticipated cost of such insurance, we have no present plans to
obtain such insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Articles of Incorporation and all amendments made thereto, which
define the rights of common shareholders among other things, have been
previously filed. The Registrant does not intend for this Plan to be qualified
under ERISA, and therefore does not need to comply with ERISA. The Exhibit Index
for included exhibits for this Form S-8 Registration appears immediately before
signatures.
Item 9. UNDERTAKINGS.
Premier Mortgage Resources, Inc. hereby undertakes:
(1) To file during any period in which offers or sales are being made, post-
effective amendments(s) to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(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 (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and 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 Exchange Act 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 a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed 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
Plan.
(4) 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 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.
(5) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or controlling persons of the
Page 4
<PAGE>
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 adjudication of such
issue.
EXHIBIT INDEX
3.1* Articles of Incorporation of Mortgage Resources, Inc., dated August 17,
1995
3.2* Articles of Amendment, dated October 16, 1995
3.3* Annual List, changing corporate name to Premier Mortgage Resources,
Inc., dated August 20, 1997
3.4* Certificate of Reinstatement, dated August 20, 1997
3.5* Bylaws of Mortgage Resources, Inc.
3.6* Articles of Incorporation of United National, Inc., dated November 21,
1997
3.7* Articles of Organization of United National Mortgage, LLC, dated October
2, 1996
3.8* Certificate Of Amendment to Articles of Organization of United National
Mortgage, LLC, dated February 3, 1998
3.9* Operating Agreement of United National Mortgage, LLC, dated July 1, 1996
3.10* LLC Interest Acquisition Agreement
5.1 Legal Opinion of Andrea Cataneo, Esq.
10.7 Consultants Compensation Plan
10.8 Unanimous Consent of Board of Directors adopting the Consultants
Compensation Plan
24.1 Consent of Andrea Cataneo, Esq. (contained in Exhibit 5.1)
24.2 Consent of Auditors
* Previously filed with FORM 10-SB.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing 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 New Windsor, State of New York, September 29,
2000.
PREMIER MORTGAGE RESOURCES, INC.
By: /s/ Joseph Cilento
--------------------------------
Joseph Cilento
President/CEO/CFO
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Joseph Cilento President/CEO, 10/4/00
--------------------------- Secretary/CFO
Joseph Cilento
/s/ Joseph Cilento Treasurer 10/4/00
---------------------------
Joseph Cilento
