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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Corpas Investments, Inc.
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(Exact name of registrant as specified in its charter)
Florida 59-2890565
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(State of Incorporation) (I.R.S. Employer ID No.)
1640 5th Street, Suite 218, Santa Monica, CA 90401
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(Address of Principal Executive Offices) (Zip Code)
Consulting Plan
(Full title of the Plan)
Eric P. Littman, Esquire
7695 SW 104 Street, Suite 210
Miami, FL 33156
(Name and address of agent for service)
(305) 663-3333
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Title of Amount to Proposed Proposed Amount of
Securities be Maximum Aggregate Registration
to be Registered Offering Offering Fee
Registered Price Per Price
Share(1)
Common 1,032,500 $0.50 $516,250 $140.00
Stock Shares
(1) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the
"Securities Act") based upon the average of the bid and asked price as of
November 30, 2000.
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Part I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information
The Company is offering shares of its common stock to various individuals for
consulting services performed on the Company's behalf. This issuance of shares
is being made pursuant to two Consulting Agreements (collectively the "Plan")
adopted by the Board of Directors on November 29, 2000 and October 9, 2000
respectively. The Board has equated this number of shares to the value of the
consulting services provided or to be provided by these individuals. The shares
issued hereunder will not be subject to any resale restrictions. The Plan is
not qualified under ERISA. The following individuals will receive the number
of shares listed next to their names:
Name Number of Shares Services Provided
Michael O'Derrick 1,000,000 Business Consulting
Richard H. Walker 32,500 Business Consulting
Item 2. Registrant Information and Employee Plan Annual Information
The participants shall be provided a written statement notifying them
that upon written or oral request they will be provided, without charge, (i) the
documents incorporated by reference in Item 3 of Part II of the registration
statement, and (ii) other documents required to be delivered pursuant to Rule
428(b). The statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and shall include the
address (giving title or department) and telephone number to which the request
is to be directed.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the Year
ended December 31, 1999 as filed on May 12, 2000 bearing SEC
file no. 000-30100.
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(b) All other reports filed pursuant to Section 13(a), or 15(d) of
the Exchange Act under SEC file number 000-30100 since the end
of the fiscal year covered by the registration documents
referred to above.
(c) The description of the Registrant's Common Stock filed as a
part of the Registrant's Registration Statement on Form 10-SB
under the Securities Exchange Act of 1934, as amended bearing
SEC file no. 000-30100
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Company and its affiliates may not be liable to its shareholders
for errors in judgment or other acts or omissions not amounting to intentional
misconduct, fraud, or a knowing violation of the law, since provisions have been
made in the Articles of Incorporation and By-laws limiting such liability. The
Articles of Incorporation and By-laws also provide for indemnification of the
officers and directors of the Company in most cases for any liability suffered
by them or arising from their activities as officers and directors of the
Company if they were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities may have a more
limited right of action than they would have except for this limitation in the
Articles of Incorporation and By-laws.
The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors are required to
exercise good faith and integrity in handling the Company's affairs. A
shareholder may be able to institute legal action on behalf of himself and all
other similarly situated shareholders to recover damages where the Company has
failed or refused to observe the law.
Shareholders may, subject to applicable rules of civil procedure, be
able to bring a class action or derivative suit to enforce their rights,
including rights under certain federal and state securities laws and
regulations. Shareholders who have suffered losses in connection with the
purchase or sale of their interest in the Company in connection with such sale
or purchase, including the misapplication by any such officer or director of the
proceeds from the sale of these securities, may be able to recover such losses
from the Company.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of Eric P. Littman, P.A.
23.1 Consent of Meeks, Dorman & Company, P.A.
Item 9. Undertaking.
The registrant makes the following undertakings:
A. (i) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(ii) 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;
(iii) 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.
(iv) 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 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
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.
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
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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 indemnification is 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 the 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 of such corporation it is the opinion of the
SEC that any such indemnification is against public policy.
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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 State of California, on November 30, 2000.
CORPAS INVESTMENTS, INC.
By: /s/ Molly A. Miles
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Molly A. Miles, CEO
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
date indicated.
Signature Title Date
/s/ Ross A. Love Director 11/30/00
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Ross A. Love
/s/ Gene Fein Director 11/30/00
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Gene Fein
/s/ Edward Z.Estrin Director 11/30/00
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Edward Z. Estrin
/s/ Marvin Scaff Director 11/30/00
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Marvin Scaff
/s/ Lawrence Ribley Director 11/30/00
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Lawrence Ribley
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