As filed with the Securities and Exchange Commission on June 1, 2000,
Registration No. ________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
WCM CAPITAL, INC.
(Exact name of registrant as specified in charter)
Delaware 13-2878202
(State or other jurisdiction of incorporation) (IRS Employer I.D. Number)
76 Beaver Street, Ste. 500, New York, New York 10005
(Address of principle executive offices) (Zip Code)
SERVICES AGREEMENT
(Full Title of Plan(s))
Robert Waligunda
President
WCM Capital, Inc.
76 Beaver Street, Suite 500
New York, New York 10005
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum Amount of
Securities to be Amount to be Offering Per Aggregate
Registered Registered Share Offering
Price
Common Stock,
Par Value
$.01 per share 167,750(1) $4.00(3) $679,000
Common Stock
Par Value
$.01 per share 153,690(2) $4.00 $614,760
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================================================================================
CALCULATION OF REGISTRATION FEE - NOTES THERETO
(1) The Company is to issue 169,750 shares of its common stock as compensation
for present and future services rendered to the Company by Richard Brannon.
Approximate date of proposed sale pursuant to the plan; as soon as practicable
after the Registration Statement becomes effective.
(2) The Company is to issue 153,690 shares of its common stock as compensation
for services rendered on behalf of the Company by Joseph Laura. Approximate date
of proposed sale pursuant to the plan; as soon as practicable after the
Registration Statement becomes effective.
(3) The aggregate offering price for 323,440 shares registered hereby is
estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457 (h) (1), and is based upon the average bid/ask price as
of the close of business on May 26, 2000 as the same was quoted by the NASDAQ
Small Cap Market.
This registration statement, including all exhibits and attachments, consists of
17 pages.
The exhibit index is on page 7
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PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents, which are filed or are in the process of being filed
with the Securities Exchange Commission, are incorporated by reference in this
registration statement.
(a) The Company's Quarterly Report on Form 10-Q for the periods ending March
30, 2000;
(b) The Company's Annual Report on Form 10-K for the year ended December 31,
1999;
(c) All other Quarterly and Annual Reports filed by the Company pursuant to
sections 13(a) or 15(d) of the Securities Exchange Act of 1934 prior to the
end of the fiscal year covered by the Annual Report referred to in (c)
above; and
(d) All other documents subsequently filed by the Company 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 to this Registration Statement
which indicates that all of the shares of common-stock offered have been
sold or which deregisters all of such shares then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be 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 modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's authorized capitalization includes 40,000,000 shares of Common
Stock, $0.01 par value per share, of which 1,318.767 shares were issued and
outstanding as of May 26, 2000.
Holders of the Company's Common Stock are entitled to one vote per share on each
matter submitted to vote at any meeting of the shareholders. The Company's
Bylaws require a majority of the Company's issued and outstanding shares of
Common Stock must be represented in order to constitute a quorum necessary to
transact business at a meeting of the shareholders. Shares of Common Stock do
not carry cumulative voting rights and, therefore, holders of a majority of the
outstanding shares of Common Stock are able to elect the entire board of
directors, and, if they do so, holders of the remaining shares of Common Stock
will not be able to elect any directors. Holders of the Company's Common Stock
have no preemptive rights to acquire additional shares of Common Stock. The
Company's Common Stock is not subject to redemption and carries no subscription
or conversion rights. In the event
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of the Company's liquidation, each share of the Company's Common Stock is
entitled to an equal share of corporate assets remaining after satisfaction of
all Company liabilities. Holders of shares of the Company's Common Stock are
entitled to receive such dividends as the board of directors may from time to
time declare out of funds legally available for the payment of dividends. The
Company has not paid cash dividends on its Common Stock in the past, and does
not anticipate that it will pay dividends on its Common Stock in the foreseeable
future.
In the event of the issuance of additional shares of the Company's Common Stock
by action of the Board of Directors, the percentage ownership of the Company by
existing shareholders would be reduced and the book value of the Company's
Common Stock may be diluted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the General Corporation Law of the State of Delaware provides for
broad indemnification of officers and directors and allows the Company to
advance funds to such indemnified party to defend such action prior to the
adjudication thereof. The Certificate of Incorporation of the company does not
grant any indemnification rights other than those specifically set forth in
Section 145, nor does the Company maintain any director and officer liability
insurance at this time.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None
ITEM 8. EXHIBITS.
The exhibit index is contained on page 7 of this Registration Statement.
ITEM 9. UNDERTAKINGS.
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 this 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 this Registration Statement; and (iii) to
include any material
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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, including but not limited to) any addition or election
of a managing underwriter; provided, however that paragraphs (i) and (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 Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference 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) That, for purposes of determining any liability under the Securities Act of
1933, each filing of the Company'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 for the Company 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. Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, may be permitted to directors, officers
and controlling persons of the Company pursuant to the provisions described in
Item 6, or otherwise, the Company has been advised that in the opinion of the
Securities Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933, as amended, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person the Company 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
Company 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 against public policy as expressed
in the Securities Act of 1933, as amended, and will be governed by the final
adjudication of such issue.
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Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, the State of New York, on
this 26th day of May, 2000.
WCM CAPITAL, INC.
By: /s/ Robert Waligunda
----------------------------
Robert Waligunda, President,
and Treasurer
Each person whose signature appears below on this Registration Statement hereby
constitutes and appoints Robert Waligunda, President, with full power to act as
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him in his name, place and stead, and in any and all
capacities (until revoked in writing) to sign any and all capacities (including
post-effective amendments and amendments thereto) this Registration Statement on
Form S-8 of WCM Capital, Inc. and to file same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully for all intents and purposes, as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact or his substitute may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
-------------------- ------------------- ------------
/s/ Robert Waligunda
--------------------
Robert Waligunda President and Treasurer May 30, 2000
And Director
/s/ Richard Brannon
--------------------
Richard Brannon Vice President and May 30, 2000
Secretary
/s/ George E. Otten
--------------------
George E. Otten Vice President May 30, 2000
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/s/ William C. Martucci
-----------------------
William C. Martucci Director May 30, 2000
/s/ William Wishinsky
-----------------------
William Wishinsky Director May 30, 2000
/s/ Casey Myhre
-----------------------
Casey Myhre Director May 30, 2000
/s/ Vincent DeMartino
-----------------------
Vincent DeMartino Director May 30, 2000
INDEX TO EXHIBITS
NO. DESCRIPTION
--- -----------
5. Opinion and Consent of Counsel
10.1 Services Agreement with Richard Brannon, dated May 26, 2000
10.2 Services Agreement with Joseph Laura dated May 26, 2000
23.1 Consent of Ehrenkrantz Sterling & Co., L.L.C., Certified Public
Accountants of the Company for fiscal year ended December 31, 1999
23.2 Consent of Lazar Levine & Felix, Certified Public Accountants
of the Company for fiscal year ended December 31, 1998
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