As Filed with the Securities and Exchange Commission on February 21, 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. 1995 STOCK AWARD
PLAN (Full Title of the Plan)
(702) 436-2500
(Registrant's Telephone Number, Including Area Code)
Donald J. Stoecklein, Esq.
Attorney at Law
23 Cactus Garden Drive, Suite F-60
Henderson, Nevada, 89014 (702) 436-2530
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Securities be maximum maximum registrati
to be Registered offering aggregate on Fee
Registered price Per offering
Share*1 Price*1
Common
Stock $.05 900,000 $0.34 $306,000 $105.52
*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
February 21,1996.
<PAGE>
PROSPECTUS The date of this Prospectus is February 21, 1996
C.E.C. INDUSTRIES, CORP.
Up to 900,000 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 50,000 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>
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) 436-2500.
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) 436-2500. 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, (carbon reactivation technology), and
Sterling Travel, (travel businesses). Custom Environmental
International was spun off from the Company during 1995.
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.
In September 1993, the Board of Directors ofC.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.
On November 2, 1995, the Company completed a
ransaction pertaining to the elimination of certain
conversion rights relating to the Company's acquisition
of approximately 23.91 cres 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 ompany negotiated for a modification of
the greement wherein the Preferred Stock
was exchanged for non-convertible voting preferred
stock, in addition to certain real property assets of the
Company.
<PAGE>
(b) Financial Information About Industry Segments
The Company is currently engaged in one main businesses;
real estate development and construction("Moonridge").
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.
Operations. The Company's real estate operations
are conducted through the Company's wholly owned
subsidiary, Moonridge Development Corp. ("Moonridge"), a
licensed General Contractor in the State of Nevada.
Moonridge is responsible for the development and/or
construction of the following projects:
Mini-Storage Facility - Las Vegas, Nevada. The Company
owns approximately 7.28 acres of property generally
described as the Mission Valley Mini Storage located on
Russell Road, contiguous with U.S. Highway 95, outside the
city limits of Las Vegas, Nevada. The project will
consist of 1123 mini storage units totaling 103,564 square
feet of space, in addition to 67 covered RV and boat
storage spaces, and 74 uncovered RV and boat storage spaces,
with projected annual net operating income upon
completion of $682,882, (which includes signage income
of $90,000). On March 31, 1995, the Company entered into
a loan agreement with Bank of America for $3,000,000 to
build the project. Permits were subsequently obtained from
the County of Clark, Nevada, to commence clearing the
project in preparation for construction. The project is
anticipated to be completed in 1995.
17 Acre Planned Development - Las Vegas, Nevada. The
Company owns approximately 17 acres of property contiguous
with its 7.28 acre mini storage facility, 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. It is anticipated
that the Company would complete the transaction in the
spring of 1996.
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 grading for the project has
commenced. In addition to the Company's interest in the
project, Moonridge will act as the General Contractor on
the project. It is anticipated that the project will be
completed in August of 1996.
<PAGE>
Strategy. The Company's near term strategy for
Moonridge Development Corp. is to concentrate its
efforts on the construction of its Mission Valley Mini-
Storage facility, and complete construction of the 320 unit
Victory Village project. Concurrent with the above, the
Company intends to complete its development of the 20
additional acres. In the event additional development
opportunities present themselves, the Company intends to
take advantage of the current economic climate in the Las
Vegas area.
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.
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 1,869
square feet of office space and 1,310 square feet of
warehouse space for CEI at 350 West 300 South, Salt Lake
City, Utah 84101; and 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.
Mission Valley Mini-Storage Facility. A general
discussion of the ministorage project is included under
Item 1(c),"Narrative Description of Business", "Operations".
The Company acquired 7.28 acres of property located in Las
Vegas, Nevada as part of a larger parcel of property,
on February 9, 1994, utilizing preferred stock of the
Company. A market feasibility study was developed by an
outside source to determine the effective use of the
acreage. Management followed they recommendation of the
market feasibility study and is currently under construction
on 1123 storage units, 67 covered RV and boat storage
spaces, and 74 uncovered RV and boat storage spaces. The
Company applied for the appropriate zoning, and, upon
receiving the zoning, then obtained a construction loan
from Bank of America for $3,000,000 to construct the
facility. Initial permits have been obtained and work on the
project commenced in July of 1995.
Other Las Vegas Properties. A general discussion of
the other parcels of property acquired on February 9,
1994, are included under Item 1(c), "Narrative Description
of Business", "Operations". Upon completion of the
development plans for the approximate 20.30 acres
located on Russell Road, Las Vegas, Nevada, contiguous
with the Company's mini-storage facility, the Company will
commence development and construction of the planned
commercial and multi-family facilities.
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". DuringyJune 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)
<PAGE>
RISK FACTORS
The purchase of the securities offered hereby is subject to
risk. Investors should evaluate these risk factors carefully.
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, 1995, and its latest Quarterly
Reports filed subsequent thereto, for the quarter ending
December 31, 1995. 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) 436-2500.
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
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,
1995; (b) C.E.C.'s Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995 and December 31, 1995; (c)
C.E.C.'s Current Report on Form 8K dated October 1995; and
November 2, 1995, 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
noncumulative 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 nonassessable.
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, other than Donald J.
Stoecklein, Esq., legal counsel for the Company, which legal
counsel is also a Director of the Company. Further, it
is anticipated that Mr. Stoecklein may be the recipient of
shares of stock issued as the result of this Prospectus.
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,
<PAGE
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.
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.
<PAGE>
6. The indemnification and advancement of
expenses authorized in or ordered by a court pursuant to this
section:
(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:
<PAGE>
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of 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 21st day of February 1996.
<PAGE>
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 21st day of February 1996.
C.E.C. INDUSTRIES CORP.
By /s/ Richard Cope
Richard Cope, President
By/s/ Donald J. Stoecklein
Donald J. Stoecklein, Secretary
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 February 21,
1996.
Signature Title Date
/s/ Ralph Mann Director February 21, 1996
Ralph Mann
/s/Charles McChaffie Director February 21, 1996
Charles McChaffie
/s/Donald J.Stoecklein,ESQ Director, February 21, 1996
Donald J. Stoecklein Secretary
/s/Ronald G. Stoecklein Director February 21, 1996
Ronald G. Stoecklein
<PAGE>
EXHIBIT 5 AND 24
Opinion and Consent of
Donald J. Stoecklein
<PAGE>
ATTORNEY AT LAW
Telephone(702)436-2530
Facsimile(702)436-2528
DONALD J. STOECKLEIN
Practice Limited to Federal Securities
- --------------------------------------------------------------
23 Cactus Garden Drive, F-60, Henderson, Nevada 89014
February 21, 1996
Mr. Richard Cope
C.E.C. Industries, Corp.
23 Cactus Garden Drive, F-60
Henderson, Nevada 89014
RE: REGISTRATION STATEMENT ON FORM S-8
Dear Mr. Cope:
You have requested our opinion as to the legality of
the registration by you, C.E.C. Industries, Corp.,
(the "Corporation") of up to 900,000 shares of Common
Stock
( the "shares") pursuant to a Registration Statement on Form
S8 ( the "Registration Statement") to be filed on February
21, 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 1995, 1994 and 1993; 10Q for
the period ending September 30, 1995, and 10Q for the
period ending December 31, 1995.
6. The Form S-8 Registration Statement dated February 21,
1996;
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
<PAGE>
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
s8opin.595
<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 February 21, 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 900,000 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 what
soever, 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.
