UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934
BACTROL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
OWL CAPITAL CORP.
(Former name of Registrant)
New York 11-2665282
(State of Incorporation) (IRS Employer ID No.)
C/O Associates Investment Corporation, Inc.
1109 North 21st Avenue
Suite 120
Hollywood, Florida 33020
(Address of principal executive offices and Zip Code)
Securities to be registered pursuant to 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class to be
registered
Common Stock - Par Value $.0001 None
Securities to be registered pursuant to 12(g) of the Act:
Title of each class Name of each exchange on
to be so registered which each class to be
registered
Not applicable. Not applicable.
Item 1. Business
General:
Bactrol Technologies, Inc., (formerly Owl Capital Corp.), the "Registrant" or
the "Company", is a New York corporation which became public when its
registration Statement under the Securities Act of 1933 filed with the
Securities and Exchange Commission became effective on December 2, 1983 and
closed on March 2, 1984 as Owl Capital, Corp. On May 16, 1988, Owl Capital
Corp. changed its name to Bactrol Technologies, Inc. Owl Capital Corp., amended
its Certificate of Incorporation to effect said change of name to Bactrol
Technologies, Inc. on the same date.
The Company:
The company was engaged in the financial services business. In 1984, the company
ceased doing business and had not engaged in any enterprises since that time.
The company has not yet determined what form of business, if any, it will
initiate after the completion of this Form 10.
The company ceased operations and has not functioned since approximately March,
1985. In 1988, the corporate name was formally changed to Bactrol Technologies,
Inc., in anticipation of the acquisition of a private business operating under a
similar name. Subsequently that acquisition contract was rescinded and the
company remained as a non-functioning non-trading public shell corporation with
no assets. (See Item 13 "Financial Statements".)
The company's executive offices are located at: in care of Associates Investment
Corporation, Inc., 1109 North 21 Avenue, Suite 120, Hollywood, Florida 33020
telephone (954) 923-6002.
General Information about Industry Segments:
The company, Owl Capital, Inc., operated from 1983 to 1984 as a financial
consulting company. As of the date of the filing of this Form 10 the company
has not yet determined what form of business it will operate after the
completion of this filing.
Narrative description of business:
The company has no business.
The registrant has no patents, trademarks, licenses, franchises nor concessions.
The company can not yet determine if the business it will engage in is seasonal
or not, since they have yet to determine what type of business it will operate.
Since there has not been a determination of the type of business the company
will operate, it can not be determined who the major competitors will be.
Presently the company employs no one. The number of persons to be employed in
the future depends on what type of business the company will be engaged in.
ITEM 2: FINANCIAL INFORMATION
Selected Financial Data: 1997 1998
Revenue 0 0
Expenses $6385. $4849
Income (loss) before provision for (benefit from)
income taxes and extraordinary item ($6385) ($4849)
Provision for (benefit from income taxes) 0 0
Income (loss) before extraordinary item 0 0
Extraordinary item - tax benefit resulting from
utilization of net operating loss carry forwards 0 0
Net income (loss) ($6385) ($4849)
Weighted average number of common shares
Outstanding 0 0
Earnings per share:
Income (loss) before extraordinary item 0 0
Net income (loss) ($6385) ($4849)
Total assets $1500 $1500
Net working capital (deficiency) ($16391) ($21240)
Long term obligations 0 0
Shareholders' equity ($16391) ($21240)
Management's Discussion and Analysis of Financial Conditions and Results of
Operations
Results of Operations for the Period Ended: December 31, 1998 None
Liquidity and Capital Resources for the Period Ended: None
Seasonally and Inflation: Not Relevant
ITEM 3. PROPERTY
The company neither owns nor rents any properties. The company is currently
sharing space with Associates Investment Corp., which is the office space of Guy
Galluccio, who is the President of Bactrol Technologies, Inc. This office space
is fully equipped with a computer, fax machine copying machine, files and
bookcase. The company has no written lease. The terms of the oral lease is on
a month to month basis at no cost to the company.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table contains information as of the date of this Form 10 filing
as to the beneficial ownership of shares of common stock of the company of each
person who was the beneficial owner of five (5%) percent or more of the
outstanding shares of the company.
Security ownership of certain beneficial owners:
Title Name and Address Amount and Nature
of Class of Beneficial Owner of Beneficial Owner Percent
Common Francine Panich 6,150,050 55%
Stock 1850 NE 143 Street
North Miami, FL
Common Marty Panich 300,000 2.54%
Stock 1850 NE 143 Street
North Miami, FL
Francine Panich and Marty Panich are related to each other as husband and wife.
The following table contains information as of the date of the Form 10
filing as to the beneficial ownership of shares of common stock of the company,
as well as all persons as a group who are officers and directors of the company.
Security Ownership of Management:
Title of Name and Address Amount and Nature
Class of Beneficial Owner of Beneficial Owner Percent
Common Alan Finfer 0 0
Stock 1745 NW 73 Avenue
Plantation, FL 33313
Common Guy A. Galluccio, Sr. 0 0
Stock 1109 North Second Avenue
Apartment 120
Hollywood, FL 33020
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
Identification of directors:
Name Age Position Held with Company
Guy A. Galluccio, Sr. 62 Director
Alan Finfer 64 Director
Identification of officers:
Name Age Position Held with Company
Guy A. Galluccio, Sr. 62 President
Alan Finfer 64 Secretary/Treasurer
Biographies:
GUY A. GALLUCCIO, SR. -- President and Director
In 1998, Mr. Galluccio became the President and a member of the Board of
Directors of the company. His duties are the general administration of the
company and carrying out the policies established by the Board of Directors. In
addition since 1996 he has worked as a President and Director of Associates
Investment Corporation and has conducted a business brokerage service for that
company since its inception. From 1988 to 1996, Mr. Galluccio was the President
and Director of Omni Financial Management, Inc. which was incorporated in 1988.
Mr. Galluccio also conducted a business brokerage business for this
entity. His duties with that company included the general management of the
company.
Education: Mr. Galluccio's formal education was terminated when he
graduated from Manhattan Aviation School in 1954.
Alan Finfer -- Vice President and Director
Mr. Finfer was elected Secretary, Treasurer and Director on May 15, 1998.
He assists Mr. Galluccio in the administration of the company. From 1997 to the
present, Mr. Finfer has been employed by Lois Inc. (Law Office Information
Systems), which is located in Van Buren, Arkansas, as a Sales Representative in
Florida for this legal publisher. Prior to that time, Mr. Finfar has been a
sales representative for Lawyers Coop Publishing Company.
During his thirteen years in their employment Mr. Finfer was awarded the
Presidents Club Award for reaching the highest interest over quota in his
Region.
Education: Mr. Finfer obtained his degree specializing in dentistry from
New York City Community College in 1955.
ITEM 6. EXECUTIVE COMPENSATION
None of the officers or directors have received any compensation for their
services with the company to date nor will they receive any remuneration from
the company for serving in these positions other than reimbursement for out-of-
pocket expenses incurred on behalf of the company during the year ending
December 31, 1999. After that time, future salaries of the officers and
directors will be set by the Board of Directors depending on the financial
condition of the company. There are no arrangements or understandings pursuant
to which they were or are to be selected as an officer or director of the
company nor do any of the officers or directors serve as a nominee for another
person.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No transactions have taken place during the last two years between the company
and any of its officers, directors, any nominees for such offices or
shareholders nor are there any proposed such transactions.
Sale of Investment Stock:
Not applicable there have been no such transactions.
ITEM 8. LEGAL PROCEEDINGS
The company is not involved in any litigation nor does management know of any
litigation involving the company which may be filed in the future.
ITEM 9. MARKET PRICE OF AND DIVIDENDS OF THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
The company's common stock is not currently trading, but may do so upon the
filing of this Form 10. The company believes there will be a market for the
common stock of the company on the over-the-counter market.
The market for the company's common stock will depend upon the ultimate value of
the business may acquire. Should the business become profitably productive,
management believes that a fair market price for the stock will develop. In the
event the company's operations show a profit beyond the company's need for
expansion capital it is the intention of management to declare quarterly cash
dividends.
It should be noted that, since the company has not as yet started or required
its business, the above is speculation on the part of management.
ITEM 10. RECENT SALES OF UNREGISTERED STOCK
See Item 7.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The company has one class of stock authorized, i.e. 50,000,000 shares of common
stock, par value $.0001.
Common Stock:
The authorized capital stock of the company consists of 50,000,0000 shares of
common stock of $.0001 par value per share and it is the only authorized class
of stock of the company. The holders of the common stock have no pre-emptive,
conversion, or subscription rights. There are no sinking fund provisions. The
shares of common stock are not repurchasable by the company or redeemable and
are not subject to call. The said holders have equal right of participation in
dividends (when, as and if declared by the Board of Directors) and in the event
of liquidation, dissolution or winding up of the affairs of the company, are
entitled to receive, according to the number of their respective shares, the
assets, and funds of the company remaining after payment of its indebtedness.
The common stock outstanding is validly issued, fully paid and non-assessable.
The voting rights of the common stock of the company are cumulative which means
that each shareholder will have a number of votes equal to the number of shares
he owns times the number of officers or directors to be chosen. The shareholder
is allowed to concentrate the whole number of votes on one person or to
distribute them as sees fit.
Owners of the shares being registered hereby should also be aware that the by-
laws of the company provide that the shareholders of the majority of the
outstanding shares may take any action required or permitted by the by-laws
without prior notice and without a vote providing that they file a written
consent setting forth the action so taken and that said majority have signed
same.
No personal liability attaches to shareholders by reason of the ownership of
such shares.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation, as amended, contains the following
provisions with respect to indemnification of Directors and Officers:
"The Corporation shall indemnify any person made or threatened to be made, a
party to any action, suit or proceeding by reason of the fact that he, his
testator, or intestate, is or was a director or officer of the Corporation, or
of any other corporation which he served as such at the request of the
Corporation, against all judgments, fines, amounts paid in settlement and
reasonable expenses, including attorney's fees, actually and necessarily
incurred by him in connection with the defense of such action, suit or
proceeding, or in connection with any appeal therein, to the fullest extent and
in the manner set forth in and permitted by the Business Corporation Law of the
State of New York and other applicable law, as from time to time in effect. Such
indemnification shall not be deemed exclusive of any other rights to which such
director or officer may be entitled apart from the foregoing provisions.
Sections 721 and 726 inclusive of the New York Business Corporation Law also
contain provisions relating to the indemnification of officers and directors.
Insofar as indemnification by the company for liabilities arising under the
securities Act of 1933 may be permitted to indemnify directors, officers or
persons controlling the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been informed 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 of 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.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
See Financial Statements, Item 15, Page 10.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
There are none.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
Dates of Financial Statements: Page
December 31, 1997 and 1998 10
Number Exhibits
(3) Articles of Incorporation and By-Laws 17
(4) Instruments defining the rights of
security holders, including indentures 34
(7) Opinion of attorney, re: liquidation preference 35
(9) Voting Trust Agreement None
(10) Material Contracts None
(11) Statement re: computation of per share earning None
(12) Statements re: computation of rations None
(14) Material foreign patents None
(22) Subsidiaries of the registrant None
(28) Additional Information None
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Act of 1934,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
BACTROL TECHNOLOGIES
By:__________/s/__________________
GUY GALLUCCIO, SR. President
Date: May 26, 1999
These persons are related to each other as husband and wife
These persons are related to each other as husband and wife
Brief biographies of the directors of the company are set forth below. Each
director holds
office until the next annual stockholders' meeting or until his death,
resignation, retirement
removal, disqualification, or until his successor has been elected and
qualified. Vacancies in the
existing board are filled by majority vote of the remaining directors.
Brief biographies of the officers of the company are set forth below.
Officers of the company
serve at the will of the Board of Directors. Presently the company has no
employment contracts
with its officers or directors.
Out-of-pocket expenses is defined as the moneys expended on behalf of the
company while
engaged in company business such as travel expenses and items purchased for the
company, etc.
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