SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Camelot Corporation
(Exact name of registrant as specified in charter)
Colorado 84-0691531
(State of Incorporation) (I.R.S. No.)
17770 Preston Rd, Dallas, Texas 75252
(Address of principal executive offices, including zip code)
1996 Stock Option Incentive Plan
(Full title of the Plan)
Jeanette Fitzgerald, Esq.
Vice President, General Counsel
Camelot Corporation
17770 Preston Rd, Dallas, Texas 75252
(Name and address of agent for service)
(972)733-3005
(Telephone number, including area code, of agent for
service)
CALCULATION OF REGISTRATION FEE
Title Amount to be Proposed Proposed maximum Amount of
of registered * maximum aggregate registration
securities offering offering price * fee *
to be price per
registered share *
Camelot
Corporation,
Common Stock, 500,000 $5.69 $2,845,000 $588.49
par value
$.010 per share
*The 500,000 shares being registered represent the
approximate number of shares awardable in 1996 under the
Plan described herein, as estimated solely under the
Securities Act of 1933, the offering price and registration
fee have been calculated on the basis of the exercise price
of the options awarded under the Plan described herein,
which cover a range of $2.06 to $5.69. An additional fee is
being paid for the increased number of shares, 300,000 being
registered as part of this amendment.
PART I
INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS
Note: The document(s) containing the employee benefit
plan information required by Item 1 of this Form and the
statement of availability of Registrant information,
employee benefit plan information and employee benefit plan
annual reports and other information required by Item 2 of
this Form will be sent or given to participants as specified
by Rule 428. In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission
("Commission") either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to
Rule 424. Registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428.
Upon request, the Registrant shall furnish to the Commission
or its staff a copy or copies of all of the documents
included in such file.
PART II
INFOFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of documents by reference.
The following documents, which Camelot Corporation
("Camelot") has filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended ("Exchange
Act"), are incorporated by reference in this Registration
Statement and shall be deemed to be a part hereof:
a) Camelot's 1997 Report on Form 10-K for the fiscal year
ended April 30, 1997;
b) Camelot's 1997 Report on Form 10-Q for the quarter
ended July 31, 1997;
c) Camelot's Current Reports on Form 8-K dated May 20,
1997; and
d) Camelot's Current Report on Form 8-K dated September
26, 1997.
All documents subsequently filed by the Company or the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby
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 at the
date of filing of such documents.
Any statement contained in this Registration Statement
or in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement
contained herein or in any subsequently filed amendment to
this Registration Statement or in any document that is
subsequently incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or
superseded shall be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement.
EXPERTS
The consolidated financial statements of Camelot
Corporation included in Camelot's Annual Report on Form 10-K
for its fiscal years ended April 30, 1997, 1996 and 1995
have been incorporated by reference in this Registration
Statement in reliance on the report of Lane, Gorman &
Trubitt, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Ms. Fitzgerald is an officer and director of Camelot,
owns 1,500 common shares of the Company and has options
granted to her under the plan to be registered.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Colorado General Corporation Law, a
corporation may indemnify any person who was or is a party
or is threatened to be made a party to any action, suit, or
proceeding (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise
against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement, act reasonable
incurred by faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct
was unlawful. In an action by or in the right of the
corporation, such corporation may indemnify any such person
against expenses actually and reasonably incurred by him in
connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of
the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which
such person is adjudged to be liable to the corporation
unless and only to the extent that the court in which such
action or suit was brought shall determine that, despite the
adjudication of liability but in view of the circumstances
of the case, such person is fairly and reasonably entitled
to indemnity for such expenses, which the court shall deem
proper. Indemnification, unless ordered by the court, shall
be made by the corporation only as authorized in the
specific case upon a determination that indemnification of
such person is proper in the circumstances because he has
met the applicable standard of conduct. Such determination
is made (1) by the board of directors by a majority vote of
a quorum consisting of disinterested directors, or (2) by
independent legal counsel in a written opinion, or (3) by
the stockholders.
To the extent that a director, officer, employee or agent of
a corporation has been successful on the merits or otherwise
in defense of any such matter, Colorado law permits the
corporation to indemnify him against expenses actually and
reasonably incurred by him in his defense. Further,
expenses may be paid by the corporation in advance of final
disposition of the matter upon receipt of an undertaking by
or on behalf of such director, officer, employee or agent to
repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified. Such indemnification
and advancement of expenses is not deemed exclusive of any
other right to which a director or officer might be entitled
under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise. Colorado law also
empowers a corporation to purchase and maintain insurance on
behalf of any person who might be indemnified thereunder
whether or not the corporation would have the power to
indemnify him against such liability under such Colorado
law.
Camelot has in effect an amendment to its Restated
Certificate of Incorporation, providing for indemnification
of certain persons including directors and officer of
Camelot or a subsidiary corporation, partnership, joint
venture, trust or other enterprise.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The Exhibits are listed in the Index to Exhibits
immediately preceding the Exhibits.
Item 9. 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 this Registration
Statement:
(i) To include any prospectus required by Section 10(a) (3)
of the Securities Act of 1933;
(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 (a) (1) (i) and (a) (1)
(ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in
the 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
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) 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.
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 of 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 governed by the final
adjudication of such issue.
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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 City of Dallas, State of
Texas, on October 14, 1997.
CAMELOT CORPORATION
By: /s/ Daniel Wettreich
Chief Executive Officer
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
Daniel Wettreich Chairman and Chief Executive
Officer, 10-14-97
Director
Jeanette Fitzgerald Vice President and General Counsel,
Director 10-14-97
Allan Wolfe Director 10-14-97
Bruce Baldwin Director 10-14-97
Robert Gregory Vice President of Finance 10-14-97
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INDEX TO EXHIBITS
Exhibit No. Description
4* Camelot Corporation 1996 Stock Option
Incentive Plan.
5* Opinion and consent of Jeanette Fitzgerald,
Esq., Vice President and General Counsel of
Camelot Corporation
23* (a) Consent of Lane Gorman Trubitt, L.L.P.
(b) The consent of Jeanette Fitzgerald, Esq. is contained
in her opinion filed as Exhibit 5.
*Previously filed.
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