As Filed with the Securities and Exchange Commission on October 1, 1996.
Registration No.___________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Commission file number 0-16734
C.E.C. INDUSTRIES CORP.
(Exact name of registrant as specified in charter)
Nevada 87-0217252
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
23 Cactus Garden Drive #F-60
Henderson, Nevada 89014
(Address of Principal Executive Office) (Zip Code)
C.E.C. INDUSTRIES CORP. 1996 STOCK AWARD PLAN
(Full Title of the Plan)
(702) 893-4747
(Registrant's Telephone Number, Including Area Code)
Gerald Levine, President
23 Cactus Garden Drive, Suite F-60
Henderson, Nevada, 89014 (702) 893-4747
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Securities be registered maximum aggregate registration fee
to be offering offering
registered price per price*1
share*1
Common Stock 755,000 $0.4348 $328,274.00 $113.20
$.05
*1 Estimated solely for the purpose of calculating the registration fee
on the basis of the average bid and ask price of the Common Stock as reflected
on the National Association of Securities Dealers Automated Quotation System
on September 30, 1996.
<PAGE>
PROSPECTUS The date of this Prospectus is October 1, 1996
C.E.C. INDUSTRIES, CORP.
Up to 755,000 Shares of Common Stock
Received by Directors, Officers, Consultants and Employees
Under the Company's Consultant and Employee Stock
Compensation Plan and Reoffered by Means of this Prospectus
Selling shareholders of C.E.C. Industries, Corp., ("Company") will offer their
shares through the over-the-counter market or through NASDAQ, if the
Company's common stock is then included for quotation on NASDAQ.
Selling shareholders, if control persons, are required to sell their shares in
accordance with the volume limitations of Rule 144 under the Securities Act
of 1933, which limits sales by each selling shareholder in any one month
period to the greater of 1% of the total outstanding common stock (or
approximately 164,317 shares) or the average weekly trading volume of the
Company's common stock during the four calendar weeks immediately
preceding such sale. It is expected that brokers and dealers effecting
transactions will be paid the normal and customary commissions for market
transactions.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION, NOR HAS THE COMMISSION PASSED ON THE
ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus and, if
given or made, such information or representation must not be relied upon as
having been authorized by the Company. Neither the delivery of this
Prospectus nor any distribution of the shares of the Common Stock issuable
under the terms of the Plan shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company since
the date hereof.
This Prospectus does not constitute an offer to sell securities in any state to
any person to whom it is unlawful to make such offer in such state.
The securities offered hereby involve a high degree of risk. See "Risk
Factors."
<PAGE>
<PAGE>
SUMMARY OF PROSPECTUS
This prospectus accompanies reoffers by consultants and employees of the
Company of shares of common stock received through the Company's
Consultant and Employee Compensation Plan. The Company's principal
offices are located at 23 Cactus Garden Drive, F-60, Henderson, Nevada
89014 telephone number (702) 893-4747.
ITEM 1. BUSINESS
(a) General
C.E.C. Industries Corp. is a Nevada corporation with principal and
executive offices located at 23 Cactus Garden Drive, F-60, Henderson,
Nevada 89014, telephone (702) 893-4747. C.E.C. Industries Corp. and it's
consolidated subsidiaries are referred to as either C.E.C. or the "Company."
C.E.C. has been engaged in several unrelated businesses through its primary
subsidiaries, Moonridge Development Corp., (real estate development and
construction), Custom Environmental International (CEI), (carbon reactivation
technology), and Sterling Travel, (travel businesses). Custom Environmental
International was initially to be spun off during 1995; however, the
transaction was not completed and the Company is currently in a dispute with
the prior President of CEI in reference to the spin-off of CEI. Sterling
Travel was unwound as a subsidiary due to the inability of Sterling to
achieve the required income pursuant to the Acquisition Agreement.
C.E.C. was incorporated as Justheim Petroleum Company in Nevada
in 1952. C.E.C. Management Corp. was merged into Justheim Petroleum
Company effective December 31, 1986, and was renamed C.E.C. Industries
Corp. Prior to the merger, Justheim had historically engaged in the business
of acquiring, holding and selling oil and gas leaseholds and retaining
overriding royalty rights. C.E.C. Management Corp. primarily was in the
business of engineering consulting and designing and marketing customized
minerals processing systems and equipment. While the Company continues to
receive oil and gas production overriding royalty income, it is no longer
actively engaged in the business of buying and selling oil and gas leasehold
interests. A majority of these royalty interests were sold near the end of
the 1994 fiscal year.
C.E.C.'s primary business had been the manufacture and sale of
minerals processing equipment through its wholly-owned subsidiary, Custom
Equipment Corporation. Custom was a pioneer in the development of custom
gold processing equipment in the early to mid-1980's, thus, business was very
profitable. However, as gold prices declined after the early 1980's, fewer
gold plants were built, more competitors entered the market, and Custom's
business was negatively impacted. The Company attempted to use its expertise
and know-how to develop the carbon reactivation furnace technology in the
water treatment industry, but the continued losses in the metallurgical
business caused a capital drain necessitating other measures. Custom
Environmental International became the renamed subsidiary to carry on the
efforts, building a new prototype carbon furnace now being developed. The
metallurgical equipment business was sold in fiscal year 1991. Custom was
spun off from the Company during the last third fiscal quarter of 1996.
In September 1993, the Board of Directors of C.E.C considered
expanding the Company's business into business opportunities outside of the
carbon reactivation furnace technology business, and thus caused several new
directors with real estate expertise to join the C.E.C. board. The intent
being to develop land owned by the Company in St. George, Utah as well as
other properties to be acquired. A property in Las Vegas was immediately
acquired for cash and convertible preferred stock. Private financing was
arranged to provide the cash necessary for the purchase. The transaction
also provided working capital for development of the property as well as for
further development and marketing of the carbon technology. The Las Vegas
property is partially being developed for a mini-storage facility with a
three million dollar loan from the Bank of America.
<PAGE>
On November 2, 1995, the Company completed a transaction
pertaining to the elimination of certain conversion rights relating to the
Company's acquisition of approximately 23.91 acres of undeveloped land in
Las Vegas, Nevada, for $3,327,158. Part of the consideration was
approximately 600,000 shares of preferred stock (the "Preferred Stock") at
$4.00 per share convertible, after two years to common stock at a guaranteed
"bid" price of not less than $4.00 per share. Pursuant to the terms of the
agreement, in the event the "bid" price was less than the stated $4.00 per
share at the time in which the shares are offered for conversion, the Company
was obligated to issue additional common stock to satisfy any shortfall. Due
to the substantial dilution which was anticipated to have occurred in February
of 1996 as the result of the conversion, the Company negotiated for a
modification of the agreement wherein the Preferred Stock was exchanged for
non-convertible voting preferred stock, in addition to certain real property
assets of the Company.
On March 28th, 1996, the Company entered into a transaction wherein
the Company acquired certain real property and mineral rights from O.T.S.
Holdings, Inc. in exchange for the issuance to O.T.S. Holdings, Inc., of
8,660,000 shares of Common Stock of the Company. Refer to the 8-K filed on
April 19th, 1996.
(b) Financial Information About Industry Segments
The Company is currently engaged in one main businesses; real estate
development and construction ("Moonridge"). Subsequent to the acquisition
of certain assets from O.T.S. Holdings, Inc., as referenced above, the
Company will pursue efforts to liquidate certain oil, coal, and timber rights
associated with the property received in the acquisition of property from
O.T.S. Holdings, Inc. Information regarding the Company's reportable
business segments is set forth in Item 1(c) and Note 9 to the Consolidated
Financial Statements.
(c) Narrative Description of Business
Moonridge Development Corp.
17 Acre Planned Development - Las Vegas, Nevada. The Company
owns approximately 17 acres of property located on Russell Road, contiguous
with U.S.Highway 95, outside the city limits of Las Vegas, Nevada. The
project was being master planned for a combination of commercial office
space and multi-family units; however on November 30th, 1995, the Company
entered into an agreement for the sale of approximately 17 acres of the
property; the agreement was recently revoked due to the inability of the buyer
to perform.
320 Unit Multi-Family Project to be built - Henderson, Nevada. In
June, 1995, the Company acquired a 24.5% interest in a 320 unit apartment
project generally known as Victory Village, in exchange for 1,200,000 shares
of Rule 144 stock. The project is located in Henderson, Nevada near the
intersection of Lake Mead Blvd. and Boulder Highway. The City of
Henderson issued bonds to facilitate the financing on the project, with HUD,
(Department of Housing and Urban Development) insuring the construction
and permanent loan in the sum of $16,442,400, at 6.38% interest, amortized
over 40 years, paid monthly, which loan was recorded in June of 1995 against
the approximate 17.72 acres. Permits for the project have been obtained from
the City of Henderson, and construction on the project is near completion.
Other Investments
The Company has written down the value of its 430,320 shares of
Logos International, Inc. which had been acquired in 1991 when the office
building and the majority interest in GLI Industries, Inc. were sold. Because
the quoted per share price of the stock decreased from over $5.00 bid at the
end of the 1993 fiscal year to $.125 bid at March 31, 1994, the value was
written down to $53,790, realizing a loss of $625,960 in fiscal 1994.
Approximately half of the Logos stock was sold during 1995 resulting in a
further loss and write-down of $46,395. The remaining value on the books is
$2,605.
<PAGE>
On March 28th, 1996, the Company acquired 100% of Basia Holdings,
Inc., a Tennessee Corporation that owns approximately 9,000 acres of proven
coal and timber reserves. The geology survey reports estimates over 50
million tons of low sulfur coal and approximately 30 million tons can be
mined by open pit methods. The Company is currently in contact with a large
timber processor to determine the actual value of the timber reserves on the
properties owned by Basia Holdings, Inc.
The Company also acquired, on March 28th, 1996, two gas and
mineral leases covering 15,500 acres of coal bed methane gas properties
located in the Black Warrior Lagoon in Alabama. Geological consultants
estimate over 31 Billion cubic feet of coal bed methane reserves are located in
the area.
Mid-Nevada Art, a Nevada corporation also acquired by the Company
pursuant to the March 28th, 1996 Agreement. Mid-Nevada Art owns over 35
original oil paints by Sky M. Jones, Master American Painter. The paintings
have been leased in the past, and the Company plans on continuing this
endeavor.
A division of Mid-Nevada Art, Silent Radio Distributorship for the
Las Vegas area sells and maintains electronic moving message signs and
systems in the Las Vegas area.
On June 15, 1996, the Company entered into an agreement with Auto
Express, Inc. ("Auto Express") wherein the Company purchased 100% of the
issued and outstanding shares of Auto Express. Auto Express is involved in
the business of transporting vehicles across the United States for major
businesses as well as consumers.
Executive Offices
C.E.C.'s executive offices are located at 23 Cactus Garden Drive, F-60,
Green Valley, Nevada 89014
EMPLOYEES
The Company and its subsidiaries currently employ 16 full time
employees and 6 part time employees.
PROPERTIES
Principal and Executive Offices. C.E.C. rents 2,622 square feet of
office space for its executive offices at 23 Cactus Garden Drive, F-60, Green
Valley, Nevada 89014. Lease expenses for the years ended March 31, 1995,
March 31, 1994 and March 31, 1993 were $42,030, and $8,615, respectively.
320 Unit - Victory Village Apartments. A general discussion of the
320 unit Victory Village project is included under Item 1(c), "Narrative
Description of Business", "Operations". During June 1995, the Company
acquired a 24.5% interest in the Victory Village III, Ltd. partnership
utilizing Rule 144 restricted common stock of the Company valued at $700,000.
A $16,442,400 loan was recorded against the approximate 17.72 acres providing
the construction financing for the project. Moonridge Development Corp. will
act as the General Contractor for the project. (See Note 13 of the consolidated
financial statement)
RISK FACTORS
The purchase of the securities offered hereby is subject to risk. Investors
should evaluate these risk factors carefully.
<PAGE>
Need for Additional Financing.
The Company currently operates through revenues generated by sales of the
Company's products. There is no assurance that such sales will continue as
they have in the past, or will increase in the future. In order to succeed the
Company may require additional capital for working capital and for
marketing. There can be no assurance that such financing will be available,
when required, on acceptable terms.
Competition.
Although the Company believes its products are superior to those of its
present competitors; the market for the Company's product lines is very large.
As such, there are major companies that have already captured major portions
of the various product markets which the Company's subsidiary's are involved.
These companies have resources much greater than those of the Company.
There is no assurance that the Company's products will continue to be
competitive in the marketplace.
Markets Uncertain.
Despite the business experience of the officers, directors, and principal
shareholders of the Company, and the Company's products there can be no
assurance that markets for the Company's products will continue to be sizable
enough to permit the Company to operate profitably.
Reliance on Management.
All decisions with respect to the management of the Company will be made
exclusively by its officers and directors. To a large extent, the success of
the Company will depend upon the quality of the management provided by its
officers and directors.
Dependence upon Key Personnel.
The success of the Company will be largely dependent on the personal efforts
of key employees and directors, who are responsible for the development of
the business of the Company. The Company relies heavily on the experience,
expertise and business contacts of its officers and directors. If any of the
officers or directors should, for whatever the reason, cease to serve the
Company, the Company may find it difficult to find replacements within a
short time frame, and thus, the Company's ability to meet its goals could be
adversely affected.
INFORMATION WITH RESPECT TO THE COMPANY
This prospectus is accompanied by the Company's Form 10K for the year
ended March 31, 1996, and its latest Quarterly Reports filed subsequent
thereto, for the quarter ending June 30, 1996. These Annual, Quarterly and
Current Reports, as well as all other reports filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
are hereby incorporated by reference in this prospectus and may be obtained
upon the oral or written request of any person to the Company at 23 Cactus
Garden Drive, F-60, Henderson, Nevada 89014 telephone number (702) 893-4747.
PART II
Item 3. Incorporation of Documents by Reference.
<PAGE>
The following C.E.C. document are incorporated by reference in this
Registration Statement: (a) C.E.C.'s Annual Report on Form 10-K for the
year ended March 31, 1996; (b) C.E.C.'s Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996; (c) C.E.C.'s Current Reports on Form 8-K
dated October 1995; November 2, 1995, April 19th, 1996, June 20, 1996, June
27, 1996, August 21, 1996 and, (d) Amended Articles of Incorporation
Reflecting Name Change and Authorized Shares.
All documents filed by C.E.C. pursuant to Sections 13(a), 13(c), 14,
and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of
this Registration Statement and prior to the date of 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 be
deemed to be incorporated by reference into this Registration Statement and to
be part thereof from the dates of the filing of such documents.
Item 4. Description of Securities.
C.E.C.'s authorized stock consists of 50,000,000 shares of common
stock, par value $.05 per share. The holders of common stock (i) have equal
ratable rights to dividends from funds legally available therefore, when as
and if declared by the Board of Directors of C.E.C.; (ii) are entitled to
share ratably in all of the assets of C.E.C. available for distribution to
shareholders upon liquidation, dissolution or winding up of the affairs of
C.E.C.; (iii) do not have pre-emptive, subscription or conversion rights
and there are no redemption or sinking fund provisions applicable thereto;
and (iv) are entitled to one non-cumulative vote per share, on outstanding
are fully paid for and non-assessable and all shares of common stock which
are the subject of this offering, when issued will be fully paid for and
non-assessable.
Item 5. Interest of Named Experts and Counsel
No expert named in the Registration Statement as having prepared or
certified any part thereof, including counsel for the registrant named in the
prospectus as having given and opinion upon the validity of the securities
being registered, was employed for such purpose on a contingent basis, or is
to receive in connection with the offering a substantial interest, direct or
indirect, in the registrant or any of its parents or subsidiaries, or is
connected with the registrant or any of its parents or subsidiaries as a
promoter, managing underwriter, voting trustee, director, officer, or
employee.
Item 6. Indemnification of Officers and Directors.
Section 78.751 of the Nevada General Corporation Laws provides as
Follows:
78.751. Indemnification of officers, directors, employees and agents;
advancement of expenses.
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except 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 attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and
in a manner which 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. The
termination of any action , suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
<PAGE>
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor 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 amounts paid in settlement and attorneys' fees actually
and reasonably incurred by him in connection with the defense or settlement
of the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or a
matter as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.
3. 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
action, suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein, he must be indemnified by the corporation
against expenses, including attorneys' fees, actually and reasonably incurred
by him in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by a
court or advanced pursuant to subsection 5, must be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting
of directors who were not parties to the act, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who
were not parties to the act, suit or proceeding so orders, by independent
legal counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to
the act, suit or proceeding cannot be obtained, by independent legal
counsel in a written opinion.
5. The certificate or articles of incorporation, the bylaws or an
agreement made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in
advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the corporation.
The provisions of this subsection do not affect any rights to advancement of
expenses to which corporate personnel other than directors or officers may
be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
<PAGE>
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
certificate or articles of incorporation or any bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while
holding his office, except that indemnification, unless ordered by a court
pursuant to subsection 2 or for the advancement of expenses made pursuant
to subsection 5, may not be made to or on behalf of any director or
officer if a final adjudication establishes that his acts or omissions
involved intentional misconduct, fraud or a knowing violation of the
law and was material to the cause of action.
(b) Continues for a person who ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
Article XI of CEC's Bylaws provides as follows:
Section 1. The Corporation shall indemnify any person who was or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right 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 (including attorney's fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
Corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which 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
reasonable cause to believe that his conduct was unlawful.
The 1996 Stock Award Plan contains provisions indemnifying those
same persons in their capacities as administrators of the Plan. C.E.C. does
not have insurance to indemnify its offices and directors in accordance with
any of the above.
Item 7. Exemption From Registration Claimed.
Not Applicable
Item 8. Exhibits.
5 Opinion of Donald J. Stoecklein, Attorney-at-law, regarding legality of
shares being issued (1).
10 Consultant and Employee Stock Compensation Plan (1).
24 Consent of Donald J. Stoecklein, Attorney-at-Law, (contained in its
opinion filed as Exhibit 5 to this Registration Statement (1).
__________________________________________
(1) Filed herewith.
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:
<PAGE>
(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, including (but not limited to) any addition or election of a
managing underwriter.
(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 offered 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.
The undersigned registrant hereby undertakes 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 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 referring 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 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company
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 by 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 that 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 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 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of Nevada,
on this 28th day of May 1996.
C.E.C. INDUSTRIES CORP.
By /s/ Gerald Levine
Gerald Levine, President
By /s/ Marie Levine
Marie Levine, Secretary
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 28, 1996.
Signature Title Date
/s/ Alvin B. Green
Al Green Director October 1, 1996
/s/ Gerald Levine
Gerald Levine Director, President October 1, 1996
/s/ Marie Levine
Marie Levine Director, Secretary October 1, 1996
/s/ Gerald Krupp
Gerald Krupp Director October 1, 1996
<PAGE>
EXHIBIT 5 AND 24
Opinion and Consent of
Donald J. Stoecklein
<PAGE>
ATTORNEY AT LAW
Telephone (702) 794-2590
DONALD J. STOECKLEIN
Practice Limited to Federal Securities
3773 Howard Hughes Parkway, Suite 200N, Las Vegas, Nevada 89109
October 1, 1996
Mr. Gerald Levine
President
C.E.C. Industries, Corp.
23 Cactus Garden Drive, F-60
Henderson, Nevada 89014
RE: REGISTRATION STATEMENT ON FORM S-8
Dear Mr. Levine:
You have requested our opinion as to the legality of the registration by you,
C.E.C. Industries, Corp., (the "Corporation") of up to 755,000 shares of
Common Stock ( the "shares") pursuant to a Registration Statement on Form
S-8 ( the "Registration Statement") to be filed on or about October 5, 1996:
As your counsel we have reviewed and examined:
1. The Articles of Incorporation of the Corporation, as amended (the
"Articles");
2. The Bylaws of the Corporation, as certified by the Secretary of the
Corporation;
3. The Resolutions of the corporation authorizing the registration;
4. The minute book of the Corporation;
5. The Corporation's 10-K for 1996, 1995, and 1994; 10Q for the period
ending June 30, 1996;
6. The Form S-8 Registration Statement dated October 1, 1996;
<PAGE>
7. The Consultant and Employee Stock Compensation Plan; and
8. Such other matters as we have deemed relevant in order to form our
opinion.
In giving our opinion, we have assumed without investigation the authenticity
of any document or instrument submitted to us as an original, the conformity
to the original of any document or instrument submitted to us as a copy, and
the genuineness of all signatures on such originals or copies.
Based upon the foregoing, and subject to the qualifications set forth below,
we are of the opinion that the Shares, if issued and sold as described in the
Registration Statement (provided that at least par value is paid for the
shares): (i) will have been duly authorized, legally issued, fully paid and
nonassessable, (ii) when issued will be a valid and binding obligation of the
corporation, and (iii) do not require a permit from any governmental agency.
Our opinion is subject to the qualification that no opinion is expressed herein
as to the application of the state securities or Blue Sky laws.
This Opinion is furnished by us as counsel to you and is solely for your
benefit. Neither this opinion nor copies hereof may be relied upon by,
delivered to, or quoted in whole or in part to any governmental agency or
other person without our prior written consent.
Notwithstanding the above, we consent to the use of our opinion in regards to
the Request to Transfer Agent for transfer of the above referred to shares.
Yours Very Truly,
/S/Donald J. Stoecklein
Donald J. Stoecklein
<PAGE>
EXHIBIT 10
CONSULTANT AND EMPLOYEE STOCK OPTION PLAN
<PAGE>
1996 CONSULTANT AND EMPLOYEE STOCK COMPENSATION PLAN
C.E.C. Industries, Corp.
I.
Purpose of the Plan.
The purpose of this Plan is to further the growth of C.E.C. Industries, Corp.
("C.E.C.") by allowing the Company to compensate officers, directors,
consultants and certain other persons providing bona fide services to the
Company, through the award of C.E.C.'s common stock.
II.
Definitions
Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:
1. "Award" means any grant of Common Stock made under this Plan.
2. "Board of Directors" means the Board of Directors of C.E.C. Industries,
Corp.
3. "Code" means the Internal Revenue Code of 1986, as amended.
4. "Common Stock" means the common stock, no par value per share, of
C.E.C. Industries, Corp.
5. "Date of Grant" means the day the Board of Directors authorizes the grant
of an Award or such later date as may be specified by the Board of Directors
as the date a particular Award will become effective.
6. "Employee" means any person or entity that renders bona fide services to
the Company (including, without limitation, the following: a person
employed by the Company in a key capacity; an officer or director of C.E.C.
Industries, Corp. or one or more Subsidiaries; a person or company engaged
by the Company as a consultant; or a lawyer, law firm, accountant or
accounting firm.
7. "Subsidiary" means any corporation that is a subsidiary with regard to
C.E.C. Industries, Corp. as that term is defined in Section 424(f) of the
Code.
III.
Effective Date of the Plan
The effective date of this Plan is October 1, 1996.
<PAGE>
IV.
Administration of the Plan
The Board of Directors will be responsible for the administration of this Plan,
and will grant Awards under this Plan. Subject to the express provisions of
this Plan, the Board of Directors shall have full authority and sole and
absolute discretion to interpret this Plan, to prescribe, amend and rescind
rules and regulations relating to it, and to make all other determinations
which it believes to be necessary or advisable in administering this Plan. The
determinations of the Board of Directors on the matters referred to in this
Section shall be conclusive. The Board of Directors shall have sole and
absolute discretion to amend this Plan. No member of the Board of Directors
shall be liable for any act or omission in connection with the administration
of this Plan unless it resulted from the member's willful misconduct.
V.
Stock Subject to the Plan
The maximum number of shares of Common Stock as to which Awards may
be granted under this Plan is 755,000 shares. The Common Stock which is
issued on grant of awards may be authorized but unissued shares or shares
which have been issued and re-acquired by C.E.C. The Board of Directors
may increase the maximum number of shares of Common Stock as to which
Awards may be granted at such time as it deems advisable.
VI.
Persons Eligible to Receive Awards
Awards may be granted only to Employees, or Consultants of the Company,
whether individual or corporate.
VII.
Grants of Awards
Except as otherwise provided herein, the Board of Directors shall have
complete discretion to determine when and to which Employees or
Consultants Awards are to be granted, and the number of shares of Common
Stock as to which awards granted to each Employee or consultant will relate.
No grant will be made if, in the judgment of the Board of Directors, such a
grant would constitute a public distribution within the meaning of the
Securities Act of 1933, as amended (the "Act"), or the rules and regulations
promulgated thereunder.
<PAGE>
VIII.
Delivery of Stock Certificates
As promptly as practicable after authorizing the grant of an Award, C.E.C.
Industries, Corp. shall deliver to the person who is the recipient of the
Award, a certificate or certificates registered in that person's name,
representing the number of shares of Common Stock that were granted. If
applicable, each certificate shall bear a legend to indicate that the Common
Stock represented by the certificate was issued in a transaction which was
not registered under the Act, and may only be sold or transferred in a
transaction that is registered under the Act or is exempt from the
registration requirements of the Act.
IX.
Employment
Nothing in this Plan or in the grant of an Award shall confer upon any
Employee or consultant the right to continue in the employ of the Company
nor shall it interfere with or restrict in any way the rights of the Company
to discharge any employee at any time for any reason whatsoever, with or
without cause.
X.
Laws and Regulations
The obligation of C.E.C. Industries, Corp. to sell and deliver shares of
Common Stock on the grant of an Award under this Plan shall be subject to
the condition that counsel for C.E.C. Industries, Corp. be satisfied that the
sale and delivery thereof will not violate the Act or any other applicable
laws, rules or regulations.
XI.
Withholding of Taxes
If subject to withholding tax, the Company shall be authorized to withhold
from an Employer's salary or other cash compensation such sums of money as
are necessary to pay the Employee's withholding tax. The Company may elect
to withhold from the shares to be issued hereunder a sufficient number of
shares to satisfy the Company's withholding obligations. If the Company
becomes required to pay withholding tax to any federal, state or other taxing
authority as a result of the granting of an Award and the Employee fails to
provide the Company with the funds with which to pay that withholding tax,
the Company may withhold up to 50% of each payment of salary or bonus to
the Employee (which will be in addition to any other required or permitted
withholding), until the Company has been reimbursed for the entire
withholding tax it was required to pay.
<PAGE>
XII.
Reservation of Shares
C.E.C. Industries, Corp. shall at all times keep reserved for issuance on grant
of awards under this Plan a number of authorized but unissued or reacquired
shares of Common Stock equal to the maximum number of shares C.E.C.
Industries, Corp., may be required to be issued on the grant of Awards under
this Plan.
XIII
Termination of the Plan
The Board of Directors may suspend or terminate this Plan at any time or
from time to time, but no such action shall adversely affect the rights of a
person granted an Award under this Plan prior to that date.
XIV.
Delivery of Plan
A Copy of this Plan shall be delivered to all participants, together with a
copy of the resolution or resolutions of the Board of Directors authorizing the
granting of the Award and establishing the terms, if any, of participation.
No dealer, salesman, or any other person has been authorized by the Company
to give any information or to make any representations other than those
contained in this Prospectus in connection with the offering made hereby, and
if given or made, such information or representations must not be relied upon.
This Prospectus does not constitute an offer to sell or the solicitation of an
offer to buy any securities other than those specifically offered hereby or an
offer to sell, or a solicitation of an offer to buy, to any person in any
jurisdiction in which such offer or sale would be unlawful. Neither the
delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create any implication that there has been no change in the
affairs of the Company since any of the dates as of which information is
furnished or since the date of this Prospectus.
