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)
James C. Statham, President
303 North Baker Street, Suite 200, Mount Dora, Florida 32757
(Name and address of agent for services)
(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: 150,000 Shares
PROPOSED MAXIMUM OFFERING PRICE PER UNIT: $0.36(1)
PROPOSED MAXIMUM AGGREGATE OFFERING PRICE: $54,000(1)
AMOUNT OF REGISTRATION FEE: $ 15.50(1)
(1) Computed pursuant to Rule 457(c) 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 public trading price (average of low and high) of the
common stock on February 16, 1999.
<PAGE>
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.
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 of 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.
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 .
<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.
Brenda Lee Hamilton, Esquire, has rendered legal services and prepared S-8.
555 South Federal Highway
Suite 400
Boca Raton, Florida 33432
Dohan and Company, CPA, 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
<PAGE>
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.
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
<PAGE>
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.
(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
The Registrant.
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 Mount Dora, State of Florida, on February 17, 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/James C. Statham
- --------------------------------------------------------
James C. Statham, President and Chief Operations Officer
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AMERICAN MILLENNIUM CORPORATION, INC.
EXHIBIT INDEX
EXH. NO. DESCRIPTION DOCUMENT PAGE NO.
- -------- ----------- -------- --------
<S> <C> <C> <C>
4 INSTRUMENTS DEFINING (a) ARTICLES OF FORM
RIGHTS OF INCORPORATION AND FILE NO.
SECURITIES HOLDERS COMMISSION 0-10841
INCORPORATED
AMENDMENTS
(b) BY-LAWS AND SAME AS
AMENDMENTS 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>
E-2
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
February 17, 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 by 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 fifty thousand (150,000) 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 February 17,
1999, authorizing the Consulting Plan ("Plan") with certain
consultants and certain other matters;
3. Consultant Services Plan by the Company dated
February 17, 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
<PAGE>
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.
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/Brenda Lee Hamilton
- -----------------------
by: Brenda Lee Hamilton
E-3
THIS CONSULTANT SERVICES PLAN ("Plan") is made as of the 17th day of February,
1999, by AMERICAN MILLENNIUM CORPORATION, INC., a New Mexico corporation
("Company"), for each of the various consultants below ("Consultant).
R E C I T A L S:
The Company wishes to grant, and the Consultant 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 Consultant
the following shares of Common Stock (the "Shares") in the
Company.
Name # of Shares
Karl Kotowski 150,000
2. Services. Consultant has been engaged by the Company and the
Company has received business consultation services including
providing consulting services as to new business
opportunities, promotion of the company to the public and
professionals, personnel recruitment, acquisition
opportunities, spin-off transactions, restructuring the
capitalization of the Company, and other matters as requested
by the Board of Directors.
3. Compensation. Consultant's compensation is the Shares
identified herein. The parties agree the Shares are valued at
$.36 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
<PAGE>
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. The Consultant agrees
not to sell or transfer the Shares to any person in Florida.
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.
<PAGE>
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.
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/ James Statham
- ---------------------------------------------------------
By: James Statham, President and Chief Operations 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 150,000 shares of the Company as compensation for
consultation services, as provided in Addendum "A," 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 Sec. 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.
<PAGE>
(i) Forfeitures and Penalties. n/a
(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/ James C. Statham
- -------------------------------
By: James C. Statham, President
E-4
American Millennium Corporation, Inc.
We hereby consent to the incorporation by reference in this February 17, 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/ Steven 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
