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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
COMMISSION FILE NUMBER: 000-25845
CENTRE CAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
STATE OF NEVADA 87-0385103
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2619 GRAVEL 76118
FT. WORTH, TEXAS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
NOT APPLICABLE
(FULL TITLE OF PLAN)
KARL JACOBS, 2619 GRAVEL, FT. WORTH, TEXAS 76118
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (817) 595-0919
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT OF SHARES OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED TO BE REGISTERED SHARE PRICE FEE (1)
--------------------------------- ---------------- ------------------- ------------------- --------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.001
per share . . . . . . . . . . . 800,000 $ 1.625 $ 1,300,000 $ 343.20
--------------------------------- ---------------- ------------------- ------------------- --------------
<FN>
(1) The registration fee applies to all of the shares of the Common Stock to be issued as a result of
this Registration Statement.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this Registration
Statement:
(a) The Registrant's latest annual report.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
Registrant's latest annual report.
(c) The description of the class of securities to be registered by this
Registration Statement, which are registered under Section 12 of the Securities
Act of 1934, and which were more fully described in the Articles of
Incorporation of the Registrant is 50,000,000 shares of common stock, par value
$0.001 per share.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 in this Registration Statement and to
be a part thereof from the date of filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The directors and officers of the Registrant shall be indemnified by the
Registrant against all costs, losses, expenses and liabilities incurred by any
such director or officer in the course of the Registrant's business according to
the Registrant's Bylaws.
The foregoing discussion of the Registrant's Bylaws is not intended to be
exhaustive and is qualified in its entirety by such document.
ITEM 8. EXHIBITS.
The exhibits listed in the following index are filed as part of this
Registration Statement. The exhibits indicated by an asterisk (*) are
incorporated by reference.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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3(a)* Articles of Incorporation for Centre Capital Corporation, a
Nevada corporation, dated September 2, 1988, filed as an exhibit
to Form 10-SB Registration Statement filed April 22, 1999. File
No. 000-25845.
3(b)* Bylaws for Centre Capital Corporation, a Nevada corporation,
dated December 22, 1995, filed as an exhibit to Form 10-SB
Registration Statement filed April 22, 1999. File No. 000-25845.
3(c)* Articles of Merger of Vista Internatural Products 1, Inc., a
Nevada corporation, with and into Centre Capital Corporation,
a Nevada corporation, dated September 13, 1999, including a Plan
and Agreement of Merger of Vista Internatural Products 1, Inc.
into Centre Capital Corporation, dated September 13, 1999, both
of such documents filed as an exhibit to Form 8-K filed September
15, 1999. File No. 000-25845.
4* See Exhibits No. 3(a), (b), and (c).
5 Opinion of Jackson Walker L.L.P.
2
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10 Centre Capital Corporation documents constituting a Section 10(a)
prospectus pursuant to a Form S-8 Registration Statement.
23 SEE EXHIBIT 5.
24 POWERS OF ATTORNEY.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this 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.
(4) To file a post-effective amendment to this Registration
Statement to include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout a continuous
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 this
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.
3
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SIGNATURES
The Registrant. 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 Ft. Worth, Texas, on July 3, 2000.
CENTRE CAPITAL CORPORATION
By /s/ Karl Jacobs
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Karl Jacobs, 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.
SIGNATURE TITLE DATE
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/s/ KARL JACOBS CHAIRMAN OF THE BOARD JULY 3, 2000
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KARL JACOBS
/s/ MARK SPRADLING* DIRECTOR JULY 3, 2000
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MARK SPRADLING
/s/ STEPHEN NIBARGER* DIRECTOR JULY 3, 2000
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STEPHEN NIBARGER
/s/ CATHERINE JACOBS CHIEF FINANCIAL OFFICER JULY 3, 2000
-------------------------------- AND PRESIDENT
CATHERINE JACOBS
*By /s/ Karl Jacobs JULY 3, 2000
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Karl Jacobs,
Attorney-in-Fact
4
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