<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 2000
REGISTRATION NO. 333-91329
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
PRE-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
ECHAPMAN.COM, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
MARYLAND 7375 52-2184621
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code Number)
organization)
</TABLE>
---------------------
WORLD TRADE CENTER--BALTIMORE
401 EAST PRATT STREET
SUITE 2800
BALTIMORE, MARYLAND 21202
(410) 625-9656
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive office)
------------------------------
NATHAN A. CHAPMAN, JR., PRESIDENT
ECHAPMAN.COM, INC.
WORLD TRADE CENTER--BALTIMORE
401 EAST PRATT STREET
SUITE 2800
BALTIMORE, MARYLAND 21202
(410) 625-9656
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:
ELIZABETH R. HUGHES, ESQ.
MICHAEL W. CONRON, ESQ.
LARA L. HJORTSBERG, ESQ.
VENABLE, BAETJER AND HOWARD, LLP
TWO HOPKINS PLAZA
SUITE 1800
BALTIMORE, MARYLAND 21201
(410) 244-7400
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective. If the
securities being registered on this form are to be offered in connection with
the formation of a holding company and there is compliance with General
Instruction G, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 2-418 of the Maryland General Corporation Law (the "MGCL") provides
that the Registrant 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
Registrant, or while a director, is or was serving at the request of the
Registrant 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 Registrant, no indemnification shall be made with respect to any
action, suit or proceeding in which the director shall have been adjudged to be
liable to the Registrant. 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 Registrant'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 Registrant
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 Registrant or in which the director was adjudged to be liable on the basis
that a personal benefit was improperly received, the Registrant 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 Registrant's
Charter, the Registrant: (i) shall (a) indemnify an officer of the Registrant 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
Registrant 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
II-1
<PAGE>
Registrant 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 Registrant's Board of
Directors or contract.
The Charter of the Registrant, provides that the Registrant 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 from time to time
amended. If approved by the Board of Directors, the Registrant 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 Registrant 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 Registrant's Charter provides that, to the fullest extent permitted by
the MGCL, as amended or interpreted, no director or officer of the Registrant
shall be personally liable to the Registrant or its stockholders for monetary
damages in connection with events occurring at the time such person served as a
director or officer.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
These Exhibits are numbered in accordance with the Exhibit Table of Item 601
of Regulation S-K.
(a) Exhibit Index
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
<S> <C>
3.1 Articles of Amendment and Restatement of the Company (Filed
as Exhibit 3.1 to Pre-effective Amendment No. 2 to
EChapman.com, Inc. Registration Statement on Form S-4
(File No. 333-91329) as filed with the Securities and
Exchange Commission on March 31, 2000 and hereby
incorporated by reference).
3.2 Amended and Restated Bylaws of the Company (Filed as
Exhibit 3.2 to Pre-effective Amendment No. 2 to
EChapman.com, Inc. Registration Statement on Form S-4
(File No. 333-91329) as filed with the Securities and
Exchange Commission on March 31, 2000 and hereby
incorporated by reference).
4 Form of common stock Certificate (Filed as Exhibit 4 to
Pre-effective Amendment No. 1 to EChapman.com, Inc.
Registration Statement on Form SB-2 (File No. 333-90987) as
filed with the Securities and Exchange Commission on
January 18, 2000 and hereby incorporated by reference)
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
<S> <C>
5 Opinion of Venable, Baetjer and Howard, LLP regarding
legality (Filed as Exhibit 5 to Pre-effective Amendment
No. 2 to EChapman.com, Inc. Registration Statement on
Form S-4 (File No. 333-91329) as filed with the Securities
and Exchange Commission on March 31, 2000 and hereby
incorporated by reference)
8 Opinion of Venable, Baetjer and Howard, LLP regarding tax
matters (Filed herewith)
10.1 EChapman.com, Inc. 1999 Omnibus Stock Plan (Filed as Exhibit
10.1 to EChapman.com, Inc. Registration Statement on
Form SB-2 (File No. 333-90987) as filed with the Securities
and Exchange Commission on November 15, 1999 and hereby
incorporated by reference)
10.2 Service Mark License Agreement between the Company and
Nathan A. Chapman, Jr. dated November 12, 1999 (Filed as
Exhibit 10.2 to EChapman.com, Inc. Registration Statement on
Form SB-2 (File No. 333-90987) as filed with the Securities
and Exchange Commission on November 15, 1999 and hereby
incorporated by reference)
10.3 Agreement and Plan of Merger by and between the Company, and
Chapman Holdings, Inc. dated November 15, 1999 (Filed as
Exhibit 10.3 to Pre-effective Amendment No. 1 to
EChapman.com, Inc. Registration Statement on Form SB-2 (File
No. 333-90987) as filed with the Securities and Exchange
Commission on January 18, 2000 and hereby incorporated by
reference)
10.4 Agreement and Plan of Merger by and between the Company, and
Chapman Capital Management, Inc. dated November 15, 1999
(Filed as Exhibit 10.4 to Pre-effective Amendment No. 1 to
EChapman.com, Inc. Registration Statement on Form SB-2 (File
No. 333-90987) as filed with the Securities and Exchange
Commission on January 18, 2000 and hereby incorporated by
reference)
10.5 Agreement and Plan of Merger by and between the Company, and
Chapman Insurance Holdings, Inc. dated November 15, 1999
(Filed as Exhibit 10.5 to Pre-effective Amendment No. 1 to
EChapman.com, Inc. Registration Statement on Form SB-2 (File
No. 333-90987) as filed with the Securities and Exchange
Commission on January 18, 2000 and hereby incorporated by
reference)
10.6 Support Agreement between the Company and Nathan A. Chapman,
Jr. dated November 12, 1999 (Chapman Holdings, Inc.) (Filed
as Exhibit 10.6 to EChapman.com, Inc. Registration Statement
on Form SB-2 (File No. 333-90987) as filed with the
Securities and Exchange Commission on November 15, 1999 and
hereby incorporated by reference)
10.7 Support Agreement between the Company and Nathan A. Chapman,
Jr. dated November 12, 1999 (Chapman Capital Management
Holdings, Inc.) (Filed as Exhibit 10.7 to Pre-effective
Amendment No. 1 to EChapman.com, Inc. Registration Statement
on Form SB-2 (File No. 333-90987) as filed with the
Securities and Exchange Commission on January 18, 2000 and
hereby incorporated by reference)
10.8 Support Agreement between the Company and Nathan A. Chapman,
Jr. dated November 12, 1999 (Chapman Insurance Holdings)
(Filed as Exhibit 10.8 to Pre-effective Amendment No. 1 to
EChapman.com, Inc. Registration Statement on Form SB-2 (File
No. 333-90987) as filed with the Securities and Exchange
Commission on January 18, 2000 and hereby incorporated by
reference)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
<S> <C>
10.9 Fully Disclosed Clearing Agreement between the Pershing
Division, Donaldson, Lufkin & Jenrette Securities
Corporation and The Chapman Co. dated March 16, 1999 (Filed
as Exhibit 10.9 to EChapman.com, Inc. Registration Statement
on Form SB-2 (File No. 333-90987) as filed with the
Securities and Exchange Commission on November 15, 1999 and
hereby incorporated by reference)
10.10 $106,922 Promissory Note to The Chapman Co. from Nathan A.
Chapman, Jr. dated December 31, 1996 (Filed as Exhibit 10.1
to Chapman Holdings, Inc.'s Registration Statement on Form
SB-2 (File No. 333-43487) as filed with the Securities and
Exchange Commission on December 30, 1997 and hereby
incorporated by reference)
10.11 Distribution Agreement between The Chapman Co. and The
Chapman Funds, Inc. on behalf of The Chapman U.S. Treasury
Money Fund and The Chapman Institutional Cash Management
Fund dated April 30, 1997 (Filed as Exhibit 5(A) to
Post-Effective Amendment No. 13 to The Chapman Funds, Inc.'s
Registration Statement on Form N-1A (File Nos.
33-25716;811-5697) as filed with the Securities and Exchange
Commission on August 7, 1997 and hereby incorporated by
reference)
10.12 Distribution Agreement between The Chapman Co. and The
Chapman Funds, Inc. on behalf of the DEM Equity Fund dated
October 28, 1997 (Filed as Exhibit 5(B) to Post-Effective
Amendment No. 15 to The Chapman Funds, Inc.'s Registration
Statement on Form N-1A (File No. 33-25716;811-5697) as filed
with the Securities and Exchange Commission on March 2, 1998
and hereby incorporated by reference)
10.13 Distribution Agreement between The Chapman Co. and The
Chapman Funds, Inc. on behalf of the DEM Index Fund dated
October 28, 1997 (Filed as Exhibit 5(C) to Post-Effective
Amendment No. 16 to The Chapman Funds, Inc.'s Registration
Statement on Form N-1A (File Nos. 33-25716;811-5697) as
filed with the Securities and Exchange Commission on May 29,
1998 and hereby incorporated by reference)
10.14 Distribution Agreement between The Chapman Co. and The
Chapman Funds, Inc. on behalf of the DEM Fixed Income Fund
dated February 11, 1998 (Filed as Exhibit 5(D) to Post-
Effective Amendment No. 17 to The Chapman Funds, Inc.'s
Registration Statement on Form N-1A (File Nos.
33-25716;811-5697) as filed with the Securities and Exchange
Commission on June 12, 1998 and hereby incorporated by
reference)
10.15 Distribution Agreement between The Chapman Co. and The
Chapman Funds, Inc. on behalf of the DEM Multi-Manager
Equity Fund dated February 11, 1998 (Filed as Exhibit 5(E)
to Post-Effective Amendment No. 18 to The Chapman Fund,
Inc.'s Registration Statement on Form N-1A (File Nos.
33-25716;811-5697) as filed with the Securities and Exchange
Commission on September 30, 1998 and hereby incorporated by
reference)
10.16 Distribution Agreement between The Chapman Co. and The
Chapman Funds, Inc. on behalf of the DEM Multi-Manager Bond
Fund dated February 11, 1998 (Filed as Exhibit 5(F) to
Post-Effective Amendment No. 21 to The Chapman Funds, Inc.'s
Registration Statement on Form N-1A (File Nos.
33-25716;811-5697) as filed with the Securities and Exchange
Commission on July 15, 1999 and hereby incorporated by
reference)
10.17 Equipment Lease Agreement between The Chapman Co. and
Chapman Limited Partnership dated October 1, 1993 (Filed as
Exhibit 10.7 to Chapman Holdings, Inc.'s Registration
Statement on Form SB-2 (File No. 333-43487) as filed with
the Securities and Exchange Commission on December 30, 1997
and hereby incorporated by reference)
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
<S> <C>
10.18 Trademark Assignment from The Chapman Co. to Nathan A.
Chapman, Jr. dated December 24, 1997 (Filed as Exhibit 10.8
to Chapman Holdings, Inc.'s Registration Statement on Form
SB-2 (File No. 333-43487) as filed with the Securities and
Exchange Commission on December 30, 1997 and hereby
incorporated by reference)
10.19 Trademark Assignment from The Chapman Co. to Nathan A.
Chapman, Jr. dated December 24, 1997 (Filed as Exhibit 10.9
to Chapman Holdings, Inc.'s Registration Statement on Form
SB-2 (File No. 33343487) as filed with the Securities and
Exchange Commission on December 30, 1997 and hereby
incorporated by reference)
10.20 License Agreement between The Chapman Co. and Nathan A.
Chapman, Jr. dated December 26, 1997 (Filed as Exhibit 10.10
to Chapman Holdings, Inc.'s Registration Statement on Form
SB-2 (File 333-43487) as filed with the Securities and
Exchange Commission on December 30, 1997 and hereby
incorporated by reference)
10.21 $763,367 Promissory Note to The Chapman Co. from Chapman
Capital Management dated October 31, 1997 (Filed as Exhibit
10.11 to Pre-Effective Amendment No. 1 to Chapman Holdings,
Inc.'s Registration Statement on Form SB-2 (File No.
333-43487) as filed with the Securities and Exchange
Commission on February 17, 1998 and hereby incorporated by
reference)
10.22 $176,250 Promissory Note to The Chapman Co. from Nathan A.
Chapman, Jr. dated February 11, 1998 (Filed as Exhibit 10.13
to Pre-Effective Amendment No. 1 to Chapman Holdings, Inc.'s
Registration Statement on Form SB-2 (File No. 333-43487) as
filed with the Securities and Exchange Commission on
February 17, 1998 and hereby incorporated by reference)
10.23 $100,000 Promissory Note to Chapman Capital Management
Holdings, Inc. from Nathan A. Chapman, Jr. dated May 1, 1998
(Filed as Exhibit 10.1 to Chapman Holding's Quarterly Report
on Form 10Q-SB (File No. 0-23587) as filed with the
Securities and Exchange Commission on November 16, 1998 and
hereby incorporated by reference)
10.24 $285,587.34 Promissory Note to Chapman Holdings, Inc. from
Nathan A. Chapman, Jr. dated March 11, 1998 (Filed as
Exhibit 10.2 to Chapman Holding, Inc.'s Quarterly Report on
Form 10Q-SB as filed with the Securities and Exchange
Commission on November 16, 1998 and hereby incorporated by
reference)
10.25 $51,690 Promissory Note to Chapman Holdings, Inc. from
Nathan A. Chapman, Jr. dated December 31, 1998 (Filed as
Exhibit 10.17 to Post-Effective Amendment No. 2 to Chapman
Holdings, Inc.'s Registration Statement on Form SB-2 (File
No. 333-48419) as filed with the Securities and Exchange
Commission on March 18, 1999 and hereby incorporated by
reference)
10.26 Agreement between Chapman Holdings, Inc. and Chapman Capital
Management Holdings, Inc. as to Allocation of Shared
Expenses dated as of January 1, 1999 (Filed as Exhibit 10.1
to Chapman Holdings, Inc.'s Quarterly Report on Form 10Q-SB
(File No. 0-23587) as filed with the Securities and Exchange
Commission on May 17, 1999 and hereby incorporated by
reference)
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
<S> <C>
10.27 Advisory and Administrative Services Agreement between
Chapman Capital Management, Inc. and The Chapman Funds, Inc.
on behalf of The Chapman U.S. Treasury Money Fund and The
Chapman Institutional Cash Management Fund dated April 30,
1997 (Filed as Exhibit 5(A) to Post-Effective Amendment No.
13 to The Chapman Funds, Inc.'s Registration Statement on
Form N-1A (file Nos. 33-25716;811-5697) as filed with the
Securities and Exchange Commission on August 7, 1997 and
hereby incorporated by reference)
10.28 Advisory and Administrative Services Agreement between
Chapman Capital Management, Inc. and The Chapman Funds, Inc.
on behalf of the DEM Equity Fund dated October 28, 1997
(Filed as Exhibit 5(B) to Post-Effective Amendment No. 15 to
The Chapman Funds, Inc.'s Registration Statement on Form
N-1A (File No. 33-25716;811-5697) as filed with the
Securities and Exchange Commission on March 2, 1998 and
hereby incorporated by reference)
10.29 Advisory and Administrative Services Agreement between
Chapman Capital Management, Inc. and The Chapman Funds, Inc.
on behalf of the DEM Index Fund dated October 28, 1997
(Filed as Exhibit 4(C) to Post-Effective Amendment No. 16 to
The Chapman Funds, Inc.'s Registration Statement on Form
N-1A (File Nos. 33-25716;811-5697) as filed with the
Securities and Exchange Commission on May 29, 1998 and
hereby incorporated by reference)
10.30 Advisory and Administrative Services Agreement between
Chapman Capital Management, Inc. and The Chapman Funds, Inc.
on behalf of the DEM Fixed Income Fund dated February 11,
1998 (Filed as Exhibit 4(D) to Post-Effective Amendment No.
17 to The Chapman Funds, Inc.'s Registration Statement on
Form N-1A (File Nos. 33-25716;811-5697) as filed with the
Securities and Exchange Commission on June 12, 1998 and
hereby incorporated by reference)
10.31 Advisory and Administrative Services Agreement between
Chapman Capital Management, Inc. and The Chapman Funds, Inc.
on behalf of the DEM Multi-Manager Equity Fund dated October
23, 1999 (Filed as Exhibit 4(E) to Post-Effective Amendment
No. 18 to The Chapman Funds, Inc.'s Registration Statement
on Form N-1A (File Nos. 33-25716;811-5697) as filed with the
Securities and Exchange Commission on September 30, 1998 and
hereby incorporated by reference)
10.32 Advisory and Administrative Services Agreement between
Chapman Capital Management, Inc. and the Chapman Funds, Inc.
on behalf of the DEM Multi-Manager Bond Fund dated October
23, 1998 (Filed as Exhibit 4(F) to Post-Effective Amendment
No. 21 to The Chapman Funds, Inc.'s Registration Statement
on Form N-1A (File Nos. 33-25716;811-5697) as filed with the
Securities and Exchange Commission on July 15, 1999 and
hereby incorporated by reference)
10.33 Advisory Agreement for Separate Account dated June 1, 1995
(Filed as Exhibit 10.5 to Amendment No. 2 to Chapman Capital
Management Holdings, Inc.'s Registration Statement on From
SB-2 (File No. 333-51883) as filed with the Securities and
Exchange Commission on June 22, 1998 and hereby incorporated
by reference)
10.34 Agreement & Declaration of Trust between Chapman Capital
Management, Inc. and Bankers Trust Company dated November 1,
1996 (Filed as Exhibit 10.6 to Chapman Capital Management
Holding's Registration Statement on Form SB-2 (File No.
333-51883) as filed with the Securities and Exchange
Commission on May 5, 1998 and hereby incorporated by
reference)
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
<S> <C>
10.35 Agreement between Bankers Trust Company and Chapman Capital
Management, Inc. dated November 1, 1996 (Filed as Exhibit
10.7 to Chapman Capital Management Holding's Registration
Statement on Form SB-2 (File No. 333-51883) as filed with
the Securities and Exchange Commission on May 5, 1998 and
hereby incorporated by reference)
10.36 Agreement between Bankers Trust Company and Chapman Capital
Management and Tremont Partners, Inc. and Stamberg Prestia,
Ltd. dated November 1, 1996 (Filed as Exhibit 10.8 to
Chapman Capital Management Holding's Registration Statement
on Form SB-2 (File No. 333-51883) as filed with the
Securities and Exchange Commission on May 5, 1998 and hereby
incorporated by reference)
10.37 Service Mark License Agreement between Chapman Capital
Management Holdings, Inc., Chapman Capital Management, Inc.
and Nathan A. Chapman, Jr. dated as of June 9, 1998 Filed as
Exhibit 10.10 to Amendment No. 2 to Chapman Capital
Management Holdings, Inc.'s Registration Statement on Form
SB-2 (File No. 333-51883) as filed with the Securities and
Exchange Commission on June 22, 1998 and hereby incorporated
by reference)
10.38 $65,000 Promissory Note to Chapman Capital Management
Holdings, Inc. from Nathan A. Chapman, Jr. dated August 21,
1998 (Filed as Exhibit 10.1 to Chapman Capital Management
Holdings, Inc.'s Quarterly Report on Form 10Q-SB (File No.
0-24213) as filed with the Securities and Exchange
Commission on November 16, 1998 and hereby incorporated by
reference)
10.39 $45,000 Demand Note to Chapman Capital Management, Inc. from
Nathan A. Chapman, Jr. dated July 2, 1998 (Filed as Exhibit
10.2 to Chapman Capital Management Holdings, Inc.'s
Quarterly Report on Form 10Q-SB (File No. 0-24213) as filed
with the Securities and Exchange Commission on November 16,
1998 and hereby incorporated by reference)
10.40 $242,000 Promissory Note to Chapman Capital Management
Holdings, Inc. from Nathan A. Chapman, Jr. dated as of July
29, 1999 (Filed as Exhibit 10.2 to Chapman Capital
Management Holdings, Inc.'s Quarterly Report on Form 10Q-SB
as filed with the Securities and Exchange Commission on
August 20, 1999 and hereby incorporated by reference)
10.41 Lock-up Agreement between Nathan A. Chapman, Jr. and The
Chapman Co. dated March 14, 2000 (Filed as Exhibit 10.41 to
Pre-effective Amendment No. 2 to EChapman.com, Inc.
Registration Statement on Form S-4 (File No. 333-91329) as
filed with the Securities and Exchange Commission on
March 31, 2000 and hereby incorporated by reference).
10.42 $32,836.53 Promissory Note to The Chapman Co. from Nathan A.
Chapman, Jr. dated December 31, 1999 (Filed as
Exhibit 10.42 to Pre-effective Amendment No. 2 to
EChapman.com, Inc. Registration Statement on Form S-4
(File No. 333-91329) as filed with the Securities and
Exchange Commission on March 31, 2000 and hereby
incorporated by reference).
10.43 Amended and Restated Expense Limitation Agreement by and
among The Chapman Funds, Inc., on behalf of The Chapman U.S.
Treasury Money Fund, DEM Equity Fund, DEM Index Fund, DEM
Multi-Manager Equity Fund and DEM Multi-Manager Bond Fund,
and Chapman Capital Management, Inc. dated March 17, 2000
(Filed as Exhibit 10.43 to Pre-effective Amendment No. 2 to
EChapman.com, Inc. Registration Statement on Form S-4
(File No. 333-91329) as filed with the Securities and
Exchange Commission on March 31, 2000 and hereby
incorporated by reference).
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
<S> <C>
21 Subsidiaries of the Company (Filed as Exhibit 21 to
Pre-effective Amendment No. 1 to EChapman.com, Inc.
Registration Statement on Form SB-2 (File No. 333-90987) as
filed with the Securities and Exchange Commission on
January 18, 2000 and hereby incorporated by reference)
23.4 Consent of Venable, Baetjer and Howard, LLP (included in
Exhibit 8) (Filed herewith)
24.1 Power of Attorney (Filed as Exhibit 24.1 to EChapman.com,
Inc. Registration Statement on Form S-4 (File No. 333-91329)
as filed with the Securities and Exchange Commission on
November 15, 1999 and hereby incorporated by reference.
24.2 Consent to serve as director (Raymond Haysbert) (Filed as
Exhibit to EChapman.com, Inc. Registration Statement on
Form SB-2 (File No. 333-90987) as filed with the Securities
and Exchange Commission on November 15, 1999 and hereby
incorporated by reference)
24.3 Consent to serve as director (Kweisi Mfume) (Filed as
Exhibit to EChapman.com, Inc. Registration Statement on
Form SB-2 (File No. 333-90987) as filed with the Securities
and Exchange Commission on November 15, 1999 and hereby
incorporated by reference)
24.4 Consent to serve as director (Mark Jefferson) (Filed as
Exhibit to EChapman.com, Inc. Registration Statement on
Form SB-2 (File No. 333-90987) as filed with the Securities
and Exchange Commission on November 15, 1999 and hereby
incorporated by reference)
24.5 Consent to serve as director (Adolph Washington) (Filed as
Exhibit to EChapman.com, Inc. Registration Statement on
Form SB-2 (File No. 333-90987) as filed with the Securities
and Exchange Commission on November 15, 1999 and hereby
incorporated by reference)
</TABLE>
(b) No financial statement schedules are required to be filed herewith
pursuant to Item 21(b) of this Form.
ITEM 22. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to the 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 which,
individually or together, represent a fundamental change in the
information in the registration statement (or the most recent
post-effective amendment thereof); and notwithstanding the forgoing, any
increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
the volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in
II-8
<PAGE>
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any additional or changed material information with
respect to the plan of distribution.
(2) That, for the purpose of determining liability under the Securities
Act, each 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.
(b) Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of the
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
(d) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means.
II-9
<PAGE>
This includes information contained in documents filed subsequent to the
effective date of the Registration Statement through the date of responding to
the request.
(e) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Baltimore, state of Maryland on March
30, 2000.
<TABLE>
<S> <C> <C>
ECHAPMAN.COM, INC.
By: /s/ NATHAN A. CHAPMAN, JR.
-----------------------------------
Nathan A. Chapman, Jr.
PRESIDENT
</TABLE>
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
/s/ NATHAN A. CHAPMAN, JR. President and Director
--------------------------------------- (Principal Executive March 30, 2000
Nathan A. Chapman, Jr. Officer)
Treasurer and Chief
/s/ DEMETRIS BROWN Financial Officer
--------------------------------------- (Principal Financial March 30, 2000
Demetris Brown Officer and Principal
Accounting Officer)
</TABLE>
The Entire Board of Directors:
Nathan A. Chapman, Jr.
Earl U. Bravo, Sr.
<TABLE>
<S> <C> <C>
By: /s/ NATHAN A. CHAPMAN, JR.
------------------------------------
Nathan A. Chapman, Jr. March 30, 2000
ATTORNEY-IN-FACT
</TABLE>
II-10
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- --------------------- ------------------------------------------------------------
<C> <S>
8 Opinion of Venable, Baetjer and Howard, LLP regarding tax
matters.
23.4 Consent of Venable, Baetjer and Howard, LLP (included in
Exhibit 8)
</TABLE>
<PAGE>
March 29, 2000
Chapman Capital Management Holdings, Inc.
World Trade Center-Baltimore
401 East Pratt Street, 28th Floor
Baltimore, MD 21202
RE: ACQUISITION BY ECHAPMAN.COM, INC.
Ladies and Gentlemen:
We have acted as counsel for Chapman Capital Management
Holdings, Inc. ("CCMH"), a Maryland corporation, in connection with the
preparation and execution of the Agreement and Plan of Merger (the "Agreement"),
dated as of November 15, 1999, by and among CCMH, EChapman.com, Inc.
("EChapman"), a Maryland corporation, and CCMH Merger Subsidiary, Inc. ("Merger
Sub"), a Maryland corporation and wholly-owned subsidiary of EChapman. This
opinion is being delivered to you in accordance with Section 8.2(d) of Article
VIII of the Agreement. Pursuant to the Agreement, CCMH will merge with and into
Merger Sub (the "Merger"). All section references in this opinion, unless
otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the
"Code"). All capitalized terms used in this opinion and not otherwise defined in
this opinion shall have the meanings assigned to them in the Agreement.
In rendering this opinion, we have examined and, with your
consent, have relied upon (without any independent investigation or review
thereof) the following documents (including all exhibits and schedules thereto):
(i) the Agreement; (ii) the Registration Statement on Form S-4 as filed with the
Securities and Exchange Commission in the form in which it was declared
effective (the "Registration Statement") and the Proxy Statement/Prospectus
included therein; (iii) representations and certifications made to us by CCMH
(attached hereto as EXHIBIT A); (iv) representations and certifications made to
us by EChapman (attached hereto as EXHIBIT B); and (v) such other instruments
and documents related to the formation, organization and operation of CCMH,
eChapman and Merger Sub or to the consummation of the Merger and the
transactions contemplated thereby as we have deemed necessary or appropriate.
<PAGE>
Chapman Capital Management Holdings, Inc.
March 29, 2000
Page 2
THE PROPOSED TRANSACTION
Based solely upon our review of the documents set forth above
and the information contained therein (which information we have not attempted
to verify in any respect), and in reliance upon such documents and information,
we understand that the proposed transaction and the relevant facts with respect
thereto are as follows:
CCMH is a holding company whose wholly-owned subsidiary,
Chapman Capital Management, Inc., a District of Columbia corporation, manages
mutual funds and a private investment trust, and advises investors on a separate
account basis. EChapman is a newly formed corporation designed to bring together
the financial services capabilities of Chapman Capital Management, Inc. and
certain other related corporations, while taking advantage of the unique
opportunities presented by the growth of the Internet. Merger Sub was organized
solely for the purpose of accomplishing the Merger.
For the reasons set forth in the Prospectus/Proxy Statement,
it is proposed that pursuant to the Agreement and the laws of the State of
Maryland, CCMH merge with and into Merger Sub. CCMH's separate corporate
existence will cease and Merger Sub will be the surviving corporation. As the
surviving corporation, Merger Sub will succeed to all of the assets and
liabilities of CCMH under Maryland corporate law.
By virtue of the Merger, each share of CCMH Common Stock,
excluding CCMH Common Stock owned by EChapman, Merger Sub or any Objecting
Stockholders, issued and outstanding at the Effective Time will be converted
into the right to receive 2.23363 EChapman Shares. Fractional EChapman Shares
will not be issued in the Merger. Instead, Fractional Share Payments shall be
made.
ASSUMPTIONS AND REPRESENTATIONS
In connection with rendering this opinion, we have assumed or
obtained representations (and, with your consent, are relying thereon, without
any independent investigation or review thereof, although we are not aware of
any material facts or circumstances contrary to or inconsistent therewith) that:
<PAGE>
Chapman Capital Management Holdings, Inc.
March 29, 2000
Page 3
1. All information contained in each of the documents we have
examined and relied upon in connection with the preparation of this opinion is
accurate and completely describes all material facts relevant to our opinion.
With respect to such documents, we have also assumed the genuineness of all
signatures, the legal capacity of all individuals signing the documents, the
authenticity of the documents and the conformity with originals of all documents
submitted to us as copies. We have further assumed that there has been (or will
be by the Effective Time) due execution and delivery of all documents where due
execution and delivery are prerequisites to the effectiveness thereof.
2. The Merger will be consummated in accordance with Maryland
law and will qualify as a statutory merger under Maryland law.
3. All representations made in the exhibits hereto are true,
correct, and complete in all material respects.
4. The Merger will be consummated in accordance with the
Agreement and as described in the Proxy Statement/Prospectus (including
satisfaction of all covenants and conditions to the obligations of the parties
without amendment or waiver thereof); each of EChapman, Merger Sub and CCMH will
comply with all reporting obligations with respect to the Merger required under
the Code and the Treasury Regulations thereunder; and the Agreement and all
other documents and instruments referred to therein or in the Proxy
Statement/Prospectus are valid and binding in accordance with their terms.
OPINION - INCOME TAX CONSEQUENCES
Based upon and subject to the assumptions and qualifications
set forth herein, it is our opinion that for federal and state income tax
purposes:
1. The Merger will qualify as a tax-free reorganization within
the meaning of Section 368(a)(2)(D), to which EChapman, Merger Sub and CCMH will
each be a party.
2. No gain or loss will be recognized by EChapman, Merger Sub
or CCMH in the Merger.
<PAGE>
Chapman Capital Management Holdings, Inc.
March 29, 2000
Page 4
3. No gain or loss will be recognized by the CCMH stockholders
upon receipt by them of EChapman common stock in exchange for CCMH common stock
in the Merger.
4. Provided that the CCMH common stock is held as a capital
asset, the tax basis of the EChapman common stock received by each CCMH
stockholder will be the same as the tax basis of the CCMH common stock
surrendered and exchanged in the Merger, decreased by the amount of any cash
received by the stockholder and increased by the amount of any gain recognized
by the stockholder.
5. Provided that the CCMH common stock is held as a capital
asset, the holding period of the EChapman common stock received by the CCMH
stockholders will include the holding period during which the CCMH common stock
surrendered in exchange therefor was held.
In addition to the assumptions set forth above, this opinion
is subject to the exceptions, limitations and qualifications set forth below:
1. This opinion represents and is based upon our best judgment
regarding the application of relevant current provisions of the Code and the
Maryland Code and interpretations of the foregoing as expressed in existing
court decisions, administrative determinations (including the practices and
procedures of the Internal Revenue Service (the "IRS") in issuing private letter
rulings, which are not binding on the IRS except with respect to the taxpayer
that receives such a ruling) and published rulings and procedures, all as of the
date hereof. An opinion of counsel merely represents counsel's best judgment
with respect to the probable outcome on the merits and is not binding on the
IRS, the Comptroller of the Treasury (the "Comptroller") or the courts. There
can be no assurance that positions contrary to our opinions will not be taken by
the IRS or the Comptroller, or that a court considering the issues would not
hold contrary to such opinions. CCMH has not requested a ruling from the IRS or
the Comptroller (and no ruling will be sought) as to any of the federal or state
income tax consequences addressed in this opinion. Furthermore, no assurance can
be given that future legislative, judicial or administrative changes, on either
a prospective or retroactive basis, would not adversely affect the accuracy of
the opinion expressed herein. Nevertheless, we undertake no responsibility to
<PAGE>
Chapman Capital Management Holdings, Inc.
March 29, 2000
Page 5
advise you of any new developments in the law or in the application or
interpretation of the federal or state income tax laws.
2. This letter addresses only (i) the specific tax opinions
set forth above and (ii) the federal and state tax consequences of the Merger in
and of itself. This letter does not address any other federal, state, local or
foreign tax consequences that may result from the Merger or any other
transaction (including any transaction undertaken in connection with the
Merger).
3. Our opinion is intended to address only the tax
consequences to CCMH and its shareholders generally and is not intended to
address (nor may it be relied upon for) the tax consequences to EChapman or any
other person. We express no opinion regarding, among other things, the tax
consequences of the Merger (including the opinion set forth above) as applied to
specific stockholders of CCMH, such as dealers in securities, corporate
shareholders subject to the alternative minimum tax, foreign persons, and
holders of shares acquired upon exercise of stock options or in other
compensatory transactions.
4. Our opinion set forth herein is based upon the description
of the contemplated transaction as set forth in (i) the section of this opinion
captioned "The Proposed Transaction;" (ii) the Agreement; and (iii) the Proxy
Statement/Prospectus. If the actual facts relating to any aspect of the
transaction differ from this description in any material respect, our opinion
may become inapplicable. No opinion is expressed as to any transaction other
than the one set forth in the section captioned "The Proposed Transaction," the
Agreement and the Proxy Statement/Prospectus. In the event any one of the
statements, representations, warranties or assumptions upon which we have relied
to issue this opinion is incorrect, our opinion might be adversely affected and
may not be relied upon.
5. In basing matters set forth herein on our knowledge or
awareness, the words "knowledge" and "awareness" (and any variations thereof)
signify that in the course of our representation as counsel to CCMH, no
information has come to our attention that would give us actual knowledge or
actual notice that any such matters are not accurate or that any of the
documents, certificates and information on which we have relied are not accurate
and complete. The words "knowledge" and "awareness" and similar language
<PAGE>
Chapman Capital Management Holdings, Inc.
March 29, 2000
Page 6
used herein are intended to be limited to knowledge of the lawyers within our
firm who have been actively involved in specific matters for CCMH insofar as
such knowledge pertains to the area(s) of their involvement.
This opinion is provided only to CCMH and its stockholders,
and without our prior consent, may not be relied upon, used, circulated, quoted
or otherwise referred to in any manner by any person, firm, governmental
authority or entity whatsoever other than CCMH and a shareholder of CCMH.
Notwithstanding the prior sentence, we hereby consent to the use of the opinion
letter as an exhibit to the Registration Statement and to the use of our name in
the Registration Statement.
Sincerely yours,
/S/ VENABLE, BAETJER AND HOWARD, LLP
