SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NPC HOLDINGS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 84-1034362
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(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
0-08536
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(Commission File No.)
4685 S. Highland Dr., Suite 202
Salt Lake City, UT 84117
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(Address of Principal Executive Offices)
(801) 274-1011
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(Issuer's Telephone Number, including Area Code)
Consultant Compensation Agreement
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(Full Title of the Plan)
Kip Eardley
4685 S Highland Dr., Suite 202
Salt Lake City, UT 84117
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(Name and Address of Agent for Service)
(801) 274-1011
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(Telephone Number, Including Area Code, of Agent for Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED
ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES
ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH
DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum
Amount of
Securities to Amount to Price per Aggregate
be Registered be Registered Unit/Share Offering Price
Fee
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$0.001 par
value common
voting stock 200,000 $.05 $10,000
$2.78 (1)
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(1) Calculated according to Rule 230.457(h) of the Securities and
Exchange Commission, based upon the exercise price of the options covering
the underlying common stock to be issued under the Plan.
PART I
Item 1. Plan Information.
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Plan.
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A copy of the Consultant Compensation Agreement(the "Plan")is
attached hereto and incorporated herein by reference.
Item 2. Registrant Information and Employee Plan Annual Information.
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Available Information.
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Copies of the Plan, 10-KSB Annual Report of the Registrant, all
10-QSB Quarterly Reports, any Current Reports and/or proxy or information
statements filed with the Securities and Exchange Commission (the
"Commission") during the past twelve months have been provided to the Plan
participants.
Additional information regarding the Registrant may be reviewed
at the Commission's web site www.sec.gov.
PART II
Information Required in the Registration Statement
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Item 3. Incorporation of Documents by Reference.
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The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:
(a) The Registrant's 10-KSB;
(b) All other reports filed pursuant to Sections 13(a) or
15(d)of the Securities Exchange Act of 1934 (the "Exchange Act")for the
past twelve months;
(c) Not applicable.
All documents subsequently filed by the Registrant 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 have been sold or which deregisters all securities then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and made a part hereof from the date of the filing
of such documents.
Item 4. Description of Securities.
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The Registrant is authorized to issue $0.001 par value common
voting stock.
The holders of the $0.001 par value common stock of the
Registrant have traditional rights as to voting, dividends and
liquidation. All shares of common stock are entitled to one vote on all
matters; there are no pre-emptive rights and cumulative voting is not
allowed. The common stock is not subject to redemption and carries no
subscription or conversion rights. In the event of liquidation of the
Registrant, the holders of common stock are entitled to share equally in
corporate assets after satisfaction of all liabilities.
Item 5. Interest of Named Experts and Counsel.
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Michael L. Labertew, Esq., who has prepared this Registration
Statement and the Plan regarding the authorization, issuance and
fully-paid and non-assessable status of the securities covered by this
Registration Statement, will own 200,000 shares of common stock of the
Registrant pursuant to this Registration Statement, which have an
undetermined market value as due to lack of trading in the stock of the
Registrant, but which the Registrant has assigned the value of $.05 per
share. Mr. Labertew is not deemed to be an affiliate of the Registrant or
a person associated with an affiliate of the Registrant. See Item 8 below.
Item 6. Indemnification of Directors and Executive Officers.
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Under the Nevada General Corporation Law, a corporation has the
power to indemnify any person who is made a party to any civil, criminal,
administrative or investigative proceeding, other than an action by or in
the right of the corporation, by reason of the fact that such person was a
director, officer, employee or agent of the corporation, against expenses,
including reasonable attorneys' fees, judgments, fines and amounts paid in
settlement of any such actions; provided, however, in any criminal
proceeding, the indemnified person shall have had no reason to believe the
conduct committed was unlawful.
Item 7. Exemption from Registration Claimed.
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None.
Item 8. Exhibits.
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Exhibit
Number
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5 Opinion Regarding Legality
23.1 Consent of Cletha A. Walstrand, Esq.
23.2 Consent of Pritchett, Siler & Hardy, P.C.
99 Consultant Compensation Agreement
Counterpart Signature Page
Participant Letter
Item 9. Undertakings.
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The undersigned Registrant hereby undertakes:
(a) (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 (the "1933 Act");
(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; and
(iii) To include any additional or changed
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, only
to the extent required by the general rules and regulations of the
Commission.
(2) That, for the purpose of determining any liability
under the 1933 Act, 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) 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) That for purposes of determining any liability under the
1933 Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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 1933 Act, as amended, may be permitted to directors, executive
officers and controlling persons of the Registrant as outlined above or
otherwise, the Registrant has been advised that in the opinion of the
Commission, such indemnification is against public policy as expressed in
the 1933 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, executive
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, executive
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 of whether such indemnification by
it is against public policy as expressed in the 1933 Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the 1933 Act, 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, on the date or dates appearing opposite the
respective signatures hereto.
REGISTRANT:
Date: 12/11/2000 By: /s/ Kip Eardley
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Kip Eardley, President
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons in the capacities and
on the date indicated.
Date: 12/11/2000 By: /s/ Kip Eardley
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Kip Eardley, President and
Director
Securities and Exchange Commission File No. 0-30689
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NPC HOLDINGS, INC.
EXHIBIT INDEX
Exhibit
Number
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5 Opinion Regarding Legality
23.1 Consent of Cletha A. Walstrand, Esq.
23.2 Consent of Pritchett, Siler & Hardy, P.C.
99 Consultant Compensation Agreement
Counterpart Signature Page
Participant Letter
