SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AMERICAN MILLENNIUM CORPORATION, INC.
(Exact Name of the Registrant as Specified in its Charter)
NEW MEXICO
(State or Other Jurisdiction of Incorporation)
85-0273340
(I.R.S. Employer Identification Number)
303 North Baker Street, Suite 200, Mount Dora, Florida 32757
(Address of Principal Executive Offices) (Zip code)
Consultant Services Plan
(Full Title of Plan)
Andrew F. Cauthen, President
303 North Baker Street, Suite 200, Mount Dora, Florida 32757
(Name and Address of Agent for Service)
(352) 735-0116
(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
REINVESTMENT PLAN, CHECK THE FOLLOWING BOX: [X]
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO BE REGISTERED: Common Stock
AMOUNT TO BE REGISTERED: 165,000 Shares
PROPOSED MAXIMUM OFFERING PRICE PER UNIT: $0.38(1)
PROPOSED MAXIMUM AGGREGATE OFFERING PRICE: $62,700.00(1)
AMOUNT OF REGISTRATION FEE: $ 19.00(1)
<PAGE>
(1) Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
solely for the purpose of calculating the registration fee and not as a
representation as to any actual proposed price. The offering price per unit,
maximum aggregate offering price and registration fee is based upon the average
of the bid and the ask price at the close of the market for the common stock on
August 3, 1999.
PART 1 - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428 (b)(1), the information required by Part 1 is included in
documents sent or given to each consultant of American Millennium Corporation,
Inc., a New Mexico corporation ("Company").
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 - Incorporation of Documents by Reference.
The following documents are incorporated by reference into this Registration
Statement and made a part hereof:
(a) The registrant's latest Annual Report on Form 10-KSB for the fiscal
year ended July 31, 1998, filed under Section 13(a) or 15(d) of
Securities Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the registrant document referred to in (a) immediately above.
(c) All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date hereof and prior to the filing o a post-effective
amendment which indicates that all securities offered have been sold
or which registers all securities 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 purposed of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any 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.
General
The Company has 60,000,000 authorized shares of Common Stock, $.001 par value
per share. Shares may be issued for such consideration as fixed by the Board of
Directors. The Company has 10,000,000 authorized shares of Preferred Stock,
$.001 par value per share. Shares may be issued for such consideration as fixed
by the Board of Directors.
<PAGE>
Voting Rights
Each share of common stock entitles the holder thereof to one vote, in person or
by proxy, at meetings of shareholders or by written consent. The holders are not
permitted to vote their shares cumulatively. Accordingly, the holders of more
than fifty percent (50%) of the issued and outstanding shares of Common Stock
can elect all of the directors of the Company.
Dividend Policy
All shares of Common stock are entitled to participate ratably in dividends when
and as declared by the Company's Board of Directors out of the funds legally
available thereof. Any such dividends may be paid in cash, property or
additional shares of Common Stock. The Company presently anticipates that all
earnings, if any, will be retained for development of the Company's business and
that no dividends on the shares of Common Stock will be declared in the
foreseeable future. Any future dividends will be subject to the discretion of
the Company's Board of Directors and will depend upon, among other things,
future earnings, the operating and financial condition of the Company, its
capital requirements, general business conditions and other pertinent factors.
Miscellaneous
The Company's Common Stock is traded on the NASDAQ Bulletin Board. Holders of
Common Stock have no preemptive or other subscription rights, conversion rights,
redemption or sinking fund right. In the event of the dissolution, whether
voluntary or involuntary, of the Company, each share of Common Stock is entitled
to share ratably in any assets available for distribution to holders of the
equity of the Company after satisfaction of all liabilities. The class of
securities to be offered is registered under Section 11 of the Exchange Act.
The Transfer Agent for the Company's Common Stock is:
Securities Transfer Corp.
16910 Dallas Parkway
Suite 100
Dallas, Texas 75248
Item 5 - Interests of Named Experts and Counsel.
The Law Office of Brenda Lee Hamilton, P.A., has rendered legal services and
prepared S-8. Such office is located at 555 South Federal Highway, Suite 400,
Boca Raton, Florida 33432.
Dohan and Company, P.A., Certified Public Accountants, Consent to Incorporation
by reference of 10-KSB dated July 31, 1998.
Item 6 - Indemnification of Directors and Officers.
The Company's Articles of Incorporation and By-Laws contain provisions which
reduce the potential personal liability of directors for certain monetary
damages and provide for indemnity of directors and other persons, among other
things, as does state law. The provisions are intended to increase the
protection provided Directors and, thus, increase the Company's ability to
attract and retain qualified persons to serve as Directors. New Mexico Statues,
as amended, Chapter 53, authorizes the indemnification of officers and directors
and certain others under certain circumstances.
<PAGE>
The Articles of Incorporation also provide indemnification as follows (summary):
(a) A person who is or was an officer, Director and certain others, as to a
pending or completed action or suit or certain other matters.
(b) Certain persons serving under other corporations, and/or certain other
entities, at the request of the Company.
(c) Indemnification for expenses in certain circumstances.
(d) Indemnification only in cases as ordered by court or determined by the
Board.
(e) Indemnification is non-exclusive as to any other rights to indemnity.
(f) The foregoing is also subject to certain exceptions and limitations.
The By-Laws also provide indemnification as follows:
The corporation shall indemnify any director or officer or former director or
officer of the corporation, or any person who may have served at its request as
a director or officer or another corporation in which it owns shares of capital
stock or of which it is a creditor, against expenses actually and reasonably
incurred by him in connection with the defense of any action, suit or
proceeding, civil or criminal, in which he is made a party by reason of being or
having been such a director or officer, except in relation to matters as to
which he shall be adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of duty to the corporation. The
foregoing shall not be construed as prohibiting in any way any broader
indemnification permitted by the articles of incorporation. In the opinion of
the Securities and Exchange Commission, indemnification for liabilities arising
under the Securities Act of 1933 is contrary to public policy and, therefore, is
unenforceable.
Item 7 - Exemption from Registration Claimed.
Not Applicable.
Item 8 - Exhibits.
See Exhibits and Exhibit Index herein.
Item 9 - Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in
the registration statement; and notwithstanding the foregoing,
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 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 twenty percent (20%) change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
<PAGE>
(iii) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) For determining any liability under the securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the small business issuer under Rule 424(b)(1), or
(4) or 497(h) under the Securities Act as part of this registration
statement as of the time Commission declared it effective.
(4) For determining any liability under the Securities Act, treat each
post-effective amendment as a new registration statement for the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "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 Securities
and Exchange Commission such indemnification in 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 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.
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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Mount Dora, State of Florida, on August 4, 1999.
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:
American Millennium Corporation, Inc.
/s/ Andrew F. Cauthen
- ----------------------
By: Andrew F. Cauthen, President and Chief Executive Officer
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AMERICAN MILLENNIUM CORPORATION, INC.
EXHIBIT INDEX
EX. NO. DESCRIPTION DOCUMENT PAGE NO.
- ------- ----------- -------- --------
<S> <C> <C>
4 INSTRUMENTS DEFINING (a) ARTICLES OF INCORPORATION SECURITIES COMMISSION
RIGHTS OF AND INCORPORATED AMENDMENTS FILE NO. 0-10841
(b) BY-LAWS AND AMENDMENTS SAME AS ABOVE
5 OPINION RE: LEGALITY LETTER E-2
(AND CONSENT)
9.A ADDITIONAL EXHIBITS CONSULTANT E-3
SERVICES PLAN
23 CONSENTS OF LETTER E-2
EXPERTS AND
COUNSEL (AS TO LEGAL CONSENT)
23.1 (AS TO ACCOUNTANT'S CONSENT) E-4
</TABLE>
EXHIBIT 23
CONSENTS OF EXPERTS AND COUNSEL
THE LAW OFFICE OF BRENDA LEE HAMILTON, P.A.
555 South Federal Highway, Suite 400, Boca Raton, Florida 33432
Phone: 561-416-8956 Fax: 561-416-2855
August 4, 1999
AMERICAN MILLENNIUM CORPORATION, INC.
Attn: President
303 North Baker Street, Suite 200
Mount Dora, Florida 32757
RE: SEC Registration Statement on Form S-8
Dear Sir/Madam:
This firm (" the Firm") has been engaged as counsel for American Millennium
Corporation, Inc. a New Mexico corporation ("the Company"), in connection with
its proposed offering under the Securities Act of 1933, as amended (the "Act"),
of one-hundred sixty-five thousand (165,000) shares of its Common Stock which
are to be issued under a plan for consulting services by the Company, by a
filing of a Registration Statement under Form S-8 to which this opinion is a
part, to be filed with the Securities and Exchange Commission ("Commission"). In
connection with rendering the opinion as set forth below, the Firm has reviewed
and examined originals or copies of the following:
1. Articles of Incorporation of the Company, and any amendments, as filed
with the Secretary of State of New Mexico;
2. By-Laws of the Company and Written Consent or Minutes of a Meeting of
the Board of Directors on or about July 20, 1999, authorizing the
Consulting Plan ("Plan") with certain consultants and certain other
matters;
3. Consultant Services Plan by the Company dated August 4, 1999; and
4. The Company's Registration Statement on Form S-8 and exhibits thereto
as filed with the Commission.
In our examination, we have assumed the genuineness of all signatures, the legal
capacity of all persons, the authenticity of all documents submitted to the Firm
as originals, the conformity with the original documents of all documents
submitted to the Firm as certified or photostatic copies, and the authenticity
of the originals of such copies and the truth of all information supplied us.
We have further assumed, among other things, that the recipient of the Shares
will have completed the required services, and/or provided considerations
required acceptable to the Board of Directors and in compliance with Form S-8
and that any Shares to be issued will have been registered in accordance with
the Act, absent the application of an exemption from registration, prior to the
issuance of such Shares. We have not independently investigated or verified any
matter, assumption, or representation.
<PAGE>
Based upon the foregoing and in reliance thereof, it is our opinion that,
subject to the limitations set forth herein, the Shares to be issued will be
duly and validly authorized, legally issued, fully paid and nonassessable. This
opinion is expressly limited in scope to the Shares enumerated herein which are
to be expressly covered by the referenced Registration Statement and does not
cover subsequent issuances of shares, pertaining to services to be performed in
the future (such transactions are required to be included in either a new
registration Statement or a Post-Effective Amendment to the Registration
Statement including updated opinions).
This opinion is limited. We consent to you filing this opinion with the
Commission as an exhibit to the Registration Statement on Form S-8. This opinion
is not to be used, circulated, quoted or otherwise referred to for any other
purpose without our prior written consent. This opinion is based upon our
assumptions as to application of the law and facts as of the date hereof. We
assume no duty to communicate with you with respect to any matters which come to
our attention hereafter.
Sincerely yours,
THE LAW OFFICE OF BRENDA LEE HAMILTON, P.A.
/s/ Kristen Thomas
- -----------------------------
by: Kristen Thomas, Esquire
EXHIBIT 9.A
CONSULTANT SERVICES PLAN
THIS CONSULTANT SERVICES PLAN ("Plan") is made as of the 4th day of August,
1999, by AMERICAN MILLENNIUM CORPORATION, INC., a New Mexico corporation
("Company"), for each of the various consultants below ("Consultants@).
R E C I T A L S:
The Company wishes to grant, and the Consultants wishes to receive, as
compensation for consultation services provided to the Company, the Shares of
the common stock of the Company ("Common Stock"), all pursuant to the provisions
set forth herein;
NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars, premises,
mutual promises, covenants, terms and conditions herein, and other good and
valuable considerations, the receipt and sufficiency of which are hereby
acknowledged by the parties, the parties agree as follows:
1. Grant of Shares. The Company hereby grants to the Consultants the
following shares of Common Stock (the "Shares") in the Company.
Name # of Shares Service Type
Andrew Cauthen 100,000 Business Consulting
Linda Moore 65,000 Accounting Systems Consulting
2. Services. Consultants have been engaged by the Company as described
above and the Company has received business consultation and
administrative services as requested by the Board of Directors.
3. Compensation. Consultants= compensation is the Shares identified
herein. The parties agree the Shares are valued at $0.20 each.
Consultants are responsible for all income taxes.
4. Registration or Exemption. Notwithstanding anything to the contrary
contained herein, the Shares may not be issued unless the Shares are
registered pursuant to the Securities Act of 1933, as amended ("Act"),
and any applicable state securities acts, or for such Shares not so
registered, the Company has reasonably determined that such issuance
would be exempt from the registration requirements of the Act and
applicable state securities laws.
5. Delivery of Shares. The Company shall deliver, subject to the terms and
conditions of this Plan, to the Consultant, as soon as practicable, a
Certificate representing the Shares. Consultant agrees to be bound by
the terms and conditions under the Plan by accepting delivery of the
Shares.
6. Company's Rights and Florida Delivery. The existence of the Shares
and/or this Plan shall not affect in any way the rights of the Company
to conduct its business.
<PAGE>
7. Disclosure. Consultant agrees to having read and fully considered the
disclosures under Exhibit "A" attached hereto and incorporated herein
by reference.
8. Waiver. No waiver is enforceable unless in writing and signed by such
waiving party, and any waiver shall not be construed as a waiver by any
other party or of any other or subsequent breach.
9. Amendments. This Plan may not be amended unless by the mutual consent
of all of the parties hereto in writing.
10. Governing Law. This Plan shall be governed by the laws of the State of
Florida, and the sole venue for any action arising hereunder shall be
Lake County, Florida.
11. Assignment and Binding Effect. Neither this Plan nor any of the rights,
interests or obligations hereunder shall be assigned by any party
hereto without the prior written consent of the other parties hereto,
except as otherwise provided herein. This Plan shall be binding upon
and for the benefit of the parties hereto and their respective heirs,
permitted successors, assigns and/or delegates.
12. Integration and Captions. This Plan includes the entire understanding
of the parties hereto with respect to the subject matter hereof. The
captions herein are for convenience and shall not control the
interpretation of this Plan.
13. Legal Representation. Each party has been represented by independent
legal counsel in connection with this Plan, or each has had the
opportunity to obtain independent legal counsel and has waived such
right, and no tax advice has been provided to any party.
14. Construction. Each party acknowledges and agrees having had the
opportunity to review, negotiate and approve all of the provisions of
this Plan.
15. Cooperation. The parties agree to execute such reasonable necessary
documents upon advice of legal counsel in order to carry out the intent
and purpose of this Plan as set forth herein above.
16. Hand-Written Provisions. Any hand-written provisions hereon, if any, or
attached hereto, which have been initialed by all of the parties
hereto, shall control all typewritten provisions in conflict therewith.
17. Fees, Costs and Expenses. Each of the parties hereto acknowledges and
agrees to pay, without reimbursement from the other party (ies), the
fees, costs, and expenses incurred by each such party incident to this
Plan.
18. Consents and Authorizations. By the execution hereinbelow, each party
acknowledges and agrees that each such party has the full right, power,
legal capacity and authority to enter into this Plan, and the same
constitutes a valid and legally binding Plan of each such party in
accordance with the terms, conditions and other provisions contained
herein.
<PAGE>
19. Gender and Number. Unless the context otherwise requires, references in
this Plan in any gender shall be construed to include all other
genders, references in the singular shall be construed to include the
plural, and references in the plural shall be construed to include the
singular.
20. Severability. In the event anyone or more of the provisions of this
Plan shall be deemed unenforceable by any court of competent
jurisdiction for any reason whatsoever, this Plan shall be construed as
if such unenforceable provision had never been contained herein.
21. Counterparts. This Plan may be executed in counterparts.
22. Facsimile. This Plan may be executed by facsimile.
AMERICAN MILLENNIUM CORPORATION, INC.
/s/ Andrew F. Cauthen
- -----------------------
By: Andrew F. Cauthen, President and Chief Executive Officer
<PAGE>
EXHIBIT "A"
Item 1 - Plan Information
(a) General Plan Information
1. The title of the Plan is: Consultant Services Plan ("Plan")
and the name of the registrant whose securities are to be
offered pursuant to the Plan is American Millennium
Corporation, Inc. ("Company").
2. The general nature and purpose of the Plan is to grant
Consultants 165,000 shares of the Company as compensation for
consultation services to be rendered to the Company.
3. To the best of Company's knowledge, the Plan is not subject to
any of the provisions of the Employee Retirement Income
Security Act of 1974.
4. The Company shall act as Plan Administrator. The Company's
address and telephone number are - 303 North Baker Street,
Suite 200, Mount Dora, Florida 32757 and (352)735-0116. The
Company, as administrator of the Plan, will merely issue to
the Consultant shares of Common Stock pursuant to the terms of
the Plan.
(b) Securities to be Offered. Pursuant to the terms of the Plan, shares of
the Company's common stock will be offered.
(c) Employees Who May Participate in the Plan. Consultants are the sole
participants in this Plan. Consultants are eligible to receive the
securities provided the securities have been registered or are exempt
from registration under the Securities Act of 1933, as amended (the
"Act").
(d) Purchase of Securities Pursuant to the Plan. The Company shall issue
and deliver the underlying securities to Consultants as soon as
practicable.
(e) Resale Restrictions. Consultants, after receipt of the Shares, may
assign, sell, convey or otherwise transfer the securities received,
subject to the requirements of the Act.
(f) Tax Effects of Plan Participation. The Consultant Services Plan is not
qualified under Section 401 of the Internal Revenue Code of 1986, as
amended.
(g) Investment of Funds. n/a
(h) Withdrawal from the Plan; Assignment of Interest. Withdrawal or
termination as to the Plan may occur upon mutual written consent of the
parties. Consultants have the right to assign or hypothecate
Consultant's interest in the Plan, subject to Plan provisions.
(i) Forfeitures and Penalties. n/a
<PAGE>
(j) Charges and Deductions and Liens Therefore. n/a
Item 2 - Registrant Information and Employee Plan Annual Information.
Registrant, upon oral or written request by Consultants, shall provide, without
charge, the documents incorporated by reference in Part II, Item 3 of Company's
Form S-8 Registration Statement for the securities as well as any other
documents required to be delivered pursuant to SEC Rule 428(b) (17 CFR Section
230.428(b)). All requests are to be directed to the Company at the address
provided in paragraph (a)(4) above.
AMERICAN MILLENNIUM CORPORATION, INC.
/s/ Andrew F. Cauthen
- ------------------------
By: Andrew F. Cauthen, President and Chief Executive Officer
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
American Millennium Corporation, Inc.
We hereby consent to the incorporation by reference in this August 4, 1999
filing of American Millennium Corporation, Inc. on Form S-8 of our report
appearing in the Company's Annual Report of Form 10-KSB for the year ended July
31, 1998.
/s/ Steve H. Dohan, CPA
- -----------------------------------
Dohan and Company, P.A.
Certified Public Accountants
7700 North Kendall Drive, Suite 204
Miami, Florida 33135-7564
Telephone: (305)274-1366
Facsimile: (305)274-1368
