As filed with the Securities and Exchange Commission on December 3, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Cassco Capital Corporation
(Exact name of registrant as specified in its charter)
Delaware 51-0356301
(State or other jurisdiction (I.R.S. employer)
of incorporation or organization) identification number
Number One, Fenton Way Business Park, Fenton Way, Chatteris,
Cambridgshire, United Kingdom PE16 6US
(Address of principal executive offices) (Zip Code)
Cassco Capital Corporation
CONSULTANT NONQUALIFIED STOCK OPTION AGREEMENTS
(FULL TITLE OF THE PLANS)
Mark S. Pierce, 1999 Broadway, Ste. 3235, Denver, Colorado 80202
(Name and address of agent for service)
(303) 292-2992
(Telephone Number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities To Be Price Per Offering Registration
To Be Registered Registered(1) Share Price Fee
- ---------------- ------------- ----- ----- ---
Common Stock 690,000 $.025 $17,250 $278
$.0001 Par Value
(1) Pursuant to Rule 416(c) promulgated under the Securities Act of 1933, as
amended, the Registration Statement also covers an indeterminate amount of
shares to be offered or sold as a result of any adjustment from stock splits,
stock dividends or similar events.
(2) Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the reported high and low prices of Registrant's
Common Stock on the NASDAQ OTC Bulletin Board on the date of filing of this
registration statement in accordance with Rules 457(c) and 457(h) of the
Securities Act of 1933, as amended.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with the rules and regulations of the Securities and Exchange
Commission, the documents containing the information called for in Part I of
Form S-8 will be sent or given to participating individuals. Copies of the
individual consulting agreements, to the extent available, are attached as
exhibits to the Registration Statement.
REOFFER PROSPECTUS STATEMENT
The material which follows, up to but not including the page beginning with Part
II of this Registration Statement, constitutes a reoffer prospectus prepared in
accordance with the requirements of Part I of Form S-3 pursuant to General
Instruction C to Form S-8 and is to be used in connection with resales of
securities acquired under the consulting agreement by certain consultants
qualifying under such employee benefit plan, as defined in Rule 405 under the
Securities Act of 1933.
<PAGE>
REOFFER PROSPECTUS
CASSCO CAPITAL DEVELOPMENT CORPORATION
Number One, Fenton Way Business Park, Fenton Way
Chatteris, Cambridgshire, United Kingdom PE16 6US
Shares of Common Stock
NASD OTC:BB Trading Symbol: CSCA
This Prospectus relates to shares of the Common Stock of Cassco Capital
Corporation, a Delaware corporation, $.001 par value per share (Common Stock or
Shares), which may be sold from time to time by the selling stockholder named
under the caption Selling Stockholders (Selling Stockholder).
The Shares have been or will be issued on the exercise of options granted or to
be granted to the Selling Stockholder pursuant to various business consulting
agreements (collectively, Agreement or Plan). The exercise price of the options
is or will be based on the average closing price of the Common Stock on the day
immediately prior to the date of the Agreement or as otherwise specified in the
Agreement in accordance with the Securities Act of 1933. If the Shares are sold,
the Company will not receive any proceeds from the sale. The Company is paying
the costs of this Registration Statement, but the Selling Stockholder will pay
his own brokerage commissions and other expenses of sale.
The Selling Stockholder may sell the Shares from time to time in transactions
(which may include block transactions) on the Bulletin Board maintained by the
NASD (Bulletin Board) or in negotiated transactions or a combination of the two.
The Selling Stockholder may sell the Shares at fixed prices which may be
changed, at market prices or in negotiated transactions, or any combination of
such methods of sale. The Selling Stockholder may also transfer Shares by gift.
The Selling Stockholder may not transfer his options except in case of death.
The Selling Stockholder may sell the Shares directly to purchasers through
broker-dealers acting as agents for the Selling Stockholder or to broker-dealers
who may purchase securities as principals for their own account. The Selling
Stockholder may pay the broker-dealers a brokerage fee or a discount from the
sales price. The purchaser of the Shares may also pay a brokerage fee or other
charge. The compensation to a particular broker-dealer may exceed customary
commissions. We do not know of any arrangements by any Selling Stockholder for
the sale of any of the Shares.
Investing in the Shares involves a high degree of risk. You should purchase the
Shares only if you can afford to lose your entire investment. See Risk Factors.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED WHETHER
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------
THE DATE OF THIS PROSPECTUS IS DECEMBER 3, 1999
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TABLE OF CONTENTS
Page
Where You Can Find More Information 1
Incorporation of Certain Documents by Reference 1
Cautionary Statement Regarding Forward-Looking Statements 2
Prospectus Summary 2
Our Business 2
The Offering 3
Risk Factors 3
Use of Proceeds 4
Business Consulting Agreements and Issuance of Common Stock 4
Selling Stockholders 4
Plan of Distribution 5
Experts 5
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and periodic reports, proxy statements and other
information with the Securities and Exchange Commission (Commission) using the
EDGAR System. You may inspect these documents and copy information from them at
the Commission's public reference facilities at 450 Fifth Street, N.W.,
Washington, DC 20549 or at the regional offices of the Commission at Seven World
Trade Center, Suite 1300, New York, NY 10048. Copies of such material may also
be obtained at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, DC 20549. The Commission
maintains a Web Site that contains reports, proxy and information regarding
registrants that file electronically with the Commission. The address of such
site is http://www.sec.gov.
We have filed a registration statement with the Commission relating to the
offering of the Shares. The registration statement contains information which is
not included in this Prospectus. You may inspect or copy the registration
statement at the Commission's public reference facilities or its Web site.
We furnish our stockholders with annual reports containing audited financial
statements and with such other periodic reports as we, from time to time, deem
appropriate or as may be required by law. We have a calendar year end.
You should rely only on the information contained in this Prospectus and the
information that we have referred you to. We have not authorized any person to
provide you with any information that is different.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We have filed the following documents with the Commission and are incorporating
them into this Prospectus. We are allowed to incorporate by reference the
information we file with the Commission, which means that we can disclose
important information to you by referring you to another document we filed with
the Commission. The information incorporated by reference is an important part
of this Prospectus, and information that we file later with the Commission will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
the Selling Stockholders sell all of the shares of common stock: (1) Annual
Report on Form 10-KSB for our fiscal year ended December 31, 1998; (2) Quarterly
Reports on Form 10-QSB for the quarters ended March 31, 1999, June 30, 1999, and
September 30, 1999; and (3) any other periodic reports filed under the
Securities Exchange Act of 1934 by the Company since December 31, 1998.
We are also incorporating by reference in this Prospectus all documents which we
file pursuant to Section 13(a), 13(c), 14 or 15 of the Securities Exchange Act
of 1934 after the date of this Prospectus. These documents are incorporated by
reference in this Prospectus and are a part of this Prospectus from the date we
file the documents with the Commission.
If we file with the Commission any document that contains information which is
different from the information contained in this Prospectus, you may rely only
on the most recent information which we have filed with the Commission.
We will provide a copy of the documents referred to above without charge if you
request the information from us; however, we may charge you for the cost of
providing any exhibits to any of these documents unless we specifically
incorporate the exhibits in this Prospectus. You should contact Mr. Mark
Langley, Cassco Capital Development Corporation, Number One, Fenton Way Business
Park, Fenton Way, Chatteris, Cambridgshire, United Kingdom PE16 6US if you wish
to receive any such material.
This prospectus is part of a registration statement we filed with the
Commission. You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The selling stockholders will
not make an offer of the shares of common stock in any state where the offer is
not permitted. You should not assume that the information in this prospectus or
any supplement is accurate as of any date other than the date on the front of
those documents.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains certain forward-looking statements, as defined in the
Private Securities Litigation Reform Act of 1995, and information relating to us
that are based on the beliefs of our management, as well as assumptions made by
and information currently available to our management. When used in this
prospectus, the words estimate, project, believe, anticipate, intend, expect and
similar expressions are intended to identify forward-looking statements. These
forward-looking statements reflect our current views with respect to future
events and are subject to risks and uncertainties that could cause actual
results to differ materially from those contemplated in these forward-looking
statements, including those risks discussed under Risk Factors. You are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date on this prospectus. We have no obligation to publicly
release any revisions to these forward-looking statements to reflect events or
circumstances after the date of this prospectus or to reflect the occurrence of
unanticipated events.
PROSPECTUS SUMMARY
THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS PROSPECTUS AND MAY NOT
CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT TO YOU. TO UNDERSTAND THE TERMS
OF OUR SECURITIES, YOU SHOULD CAREFULLY READ THIS DOCUMENT. YOU SHOULD ALSO READ
THE DOCUMENTS WE HAVE REFERRED YOU TO IN THE SECTION ENTITLED "WHERE YOU CAN
FIND MORE INFORMATION ON PAGE 1 FOR INFORMATION ON OUR COMPANY AND OUR FINANCIAL
STATEMENTS.
OUR BUSINESS
Cassco Capital Corp. (Company) was incorporated as Anthony Kane Incorporated
under the laws of the State of Delaware on February 5, 1969, and became subject
to the reporting provisions of the Securities Exchange Act of 1934 on June 11,
1969, when a registration statement filed by the Company was declared effective
by the Commission.
The name of the Company was changed to Maid Rite Ventures, Inc., on April 8,
1985, and to Grandee Corporation on September 23, 1985, on which date the
Company also increased its authorized shares of common stock from 25,000,000 to
75,000,000, concurrently effecting a decrease in par value per share from $.01
to $.00333.
In July, 1992, the Company entered into an agreement with K C Jakes BBQ & Grill,
Inc., for the purpose of acquiring KC Jakes as a subsidiary. This agreement was
set aside by a court of competent jurisdiction in 1994, as previously reported
by the Company in a filing under the Securities Exchange Act of 1934 on Form
8-K.
On January 10, 1995, the Company entered into an agreement with Epsitek, Inc., a
Delaware corporation to acquire two subsidiaries of Epsitek as wholly owned
subsidiaries of the Company. In conjunction with the acquisition, the Company
issued 6,000,000 shares of common stock to Epsitek, which also appointed new
directors and took control of the Company. Subsequently, Epsitek was unable to
complete the conditions imposed for and at closing. The acquisition, therefore,
did not occur and the shares issued in connection with the acquisition were
returned to treasury and the board members of the Company appointed by Epsitek
resigned.
The Company then became engaged in the process of locating a merger and/or
acquisition candidate. In that regard, the outstanding capital of the Company
was reverse split on a one for 70 (1:70) basis, a class of preferred stock was
created, the authorized common shares were increased to 100,000,000 in number
with an adjusted par value of $.001 per share and the preferred shares were
authorized at 10,000,000 in number with a par value of $.01.
On December 1, 1999, the Company acquired S&J (Chatteris) Limited in a share for
share exchange, issuing 12,000,000 post-split common shares to acquire the
subsidiary. Please see the Form 8-KSB filed in this regard.
Year 2000 Issues: The Company has evaluated all internal software against
anticipated Year 2000 concerns, and believes, first, that its business will not
be substantially affected, and, secondly, that it has no significant exposure to
contingencies related to this from past business. The Company has upgraded all
internal software and conducted testing on its information technology to further
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ensure that all aspects of its business are Year 2000 compliant. These
procedures had no material effect on the Company or its business contacts and
did not require any material expenditures or other material diversion of
resources.
THE OFFERING
Common Stock offered ................ 690,000 shares
Common Stock outstanding ............ 15,000,000 shares
Use of Proceeds ..................... We will not receive any consideration
from the re-sale of the Common Stock,
but will receive the consideration
consideration to which we are entitled
from the exercise of the options granted
the Selling Stockholders.
RISK FACTORS
The statements in this Prospectus that are not descriptions of historical facts
may be forward- looking statements that are subject to risks and uncertainties.
In particular, statements in this Prospectus, including any material
incorporated by reference in this Prospectus, that state our intentions,
beliefs, expectations, strategies, predictions or any other statements relating
to our future activities or other future events or conditions are
forward-looking statements. Forward-looking statements are subject to risks,
uncertainties and other factors, including, but not limited to, those identified
under Risk Factors, those described in Management's Discussion and Analysis of
Financial Conditions and Results of Operations in our Form 10-KSB for the year
ended December 31, 1998, and the Forms 10-QSB as of and for the periods ended
March 31, 199, June 30, 1999, and September 30, 1999, and in any other filings
which are incorporated by reference in this Prospectus, as well as general
economic conditions, any one or more of which could cause actual results to
differ materially from those stated in such statements.
An investment in our Common Stock involves a high degree of risk. You should
consider carefully, along with other factors, the following risks and consult
with your own legal, tax and financial advisors.
1. History of Losses: We have had losses since our organization.
2. Need for Additional Working Capital: We believe that we will require
substantial additional funds for working capital. We have no relationship with
any financial institution for this purpose and are relying solely on the
largesse of management and counsel.
3. Board of Directors Control: On the date of this prospectus, our directors and
officers and certain principal stockholders and their affiliates beneficially
owned (as defined by the Commission) in the aggregate sufficient shares of
Common Stock to constitute control. Accordingly, they have the ability to
influence significantly our affairs and matters requiring a stockholder vote,
including the election of directors, the amendment of charter documents, the
merger or dissolution of the Company and the sale of all or substantially all of
our assets. The voting power of these holders may also discourage or prevent any
proposed takeover of the Company pursuant to a tender offer.
4. Dividends on our Common Stock not Likely: We do not anticipate paying
dividends on the Common Stock. We presently intend to retain future earnings, if
any, in order to provide funds for use in the operation and expansion of our
business and, accordingly, we do not anticipate paying cash dividends on the
Common Stock in the foreseeable future.
5. Intense Competition: Competition among companies that provide services in the
industries in which we are focused is intense.
6. Year 2000 Compliance: Many computer systems will experience problems handling
dates beyond the year 1999; therefore, some computer hardware and software will
need to be modified prior to the year 2000 in order to remain functional. We are
presently assessing internal readiness of our computer systems. We believe we
have successfully implemented the systems and programming changes necessary to
address the 2000 issues, and do not believe that the cost of such actions will
have a material and adverse effect on our results of operations or financial
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condition. There can be no assurance, however, that there will not be a delay
in, or increased costs associated with, the implementation of such changes. Our
inability to implement such changes could have an adverse effect on future
results of operations.
7. Penny Stock: The Common Stock is subject to additional sales practice
requirements on broker-dealers which sell penny stock to persons other than
established customers and institutional accredited investors. The broker-dealer
must make a special suitability determination for the purchaser and have
received the purchaser's written consent to the transaction prior to sale.
Consequently, the rule may affect the price of the Common Stock and your ability
to sell the stock. The Commission's regulations define a penny stock to be any
equity security that has a market price which is less than $5.00 per share,
subject to certain exceptions. The penny stock restrictions apply to our Common
Stock.
8. Issuance of Additional Shares of Preferred Stock: The rights of the holders
of Common Stock may be affected by the potential issuance of preferred stock.
Our certificate of incorporation gives the board of directors the right to
determine the designations, rights, preferences and privileges of the holders of
one or more series of preferred stock. Accordingly, the board of directors is
empowered, without stockholder approval, to issue preferred stock with voting,
dividend, conversion, liquidation or other rights which could adversely affect
the voting power and equity interest of the holders of Common Stock. Although we
have no present intention to issue any additional shares of preferred stock or
to create any additional series of preferred stock, we may issue shares in the
future.
9. Change in Control Provisions: Our Bylaws and the Delaware General Corporation
Law contain provisions that may have the effect of making more difficult or
delaying attempts by others to obtain control of us, even when these attempts
may be in the interests of stockholders. The Delaware General Corporation Law
also imposes conditions on certain business combinations with interested
stockholders (as defined by Delaware law).
USE OF PROCEEDS
We will not receive any proceeds from the sale of the Shares.
BUSINESS CONSULTING AGREEMENTS/ ISSUANCE OF COMMON STOCK AND OPTIONS
General: We previously entered into an agreement with our former sole executive
officer and director. We would not otherwise have been able to obtain these
services, and the services which were rendered are those which an employee in a
larger organization would render on a full-time basis. The agreement provided
for business consultation and advisory services of a nature which an employee
would conduct for the Company. The Selling Stockholder has provided us with oral
assurances that the services rendered did not directly or indirectly relate to
the promotion and maintenance of a trading market for our Common Stock.
Additionally, the Selling Stockholder has represented that the services provided
were not be in connection with the offer of our securities in capital-raising
transactions.
Federal Income Tax Effects: Under the business consulting agreement pursuant to
which the securities were issued, the exercise of the options resulted in the
recognition of taxable income to the Selling Stockholder. Correspondingly, we
will be entitled to a deduction equal to the amount of ordinary income charged
to the Selling Stockholder.
Restrictions under Securities Laws: The sale of any shares of Common Stock
issued under the Agreement must be made in compliance with federal and state
securities laws. Officers, directors and 10% or greater shareholders of the
Company, as well as certain other persons or parties who may be deemed
affiliates under federal securities laws, should be aware that resales by
affiliates can only be made pursuant to an effective Registration Statement,
Rule 144 or any other applicable exemption.
SELLING STOCKHOLDERS
The following table sets forth (i) the name and address of each Selling
Stockholder; (ii) any position, office or other material relationship which he
had with the Company or any of its affiliates during the last three years; (iii)
the number of Shares owned by him prior to the offering; (iv) the number of
Shares offered by him; (v) the number of Shares he would own if he exercised all
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of his options and sells the Shares; and (vi) his percentage ownership of Common
Stock if he sells all of his Shares. The Shares are being registered to permit
public secondary trading of the Shares, and the Selling Stockholders may offer
the Shares for resale from time to time. See Plan of Distribution.
Shares of Common Shares of Common Stock Shares of Common
Stock Owned Offered for Account of Stock Owned After
Selling Stockholder Prior to Offering Selling Stockholder The Offering (1)
- ------------------- ----------------- ------------------- ----------------
Richard Gregory 690,000 690,000 -0-
3121 Grapevine
Carrollton, TX
- -------------------
1. The number of Shares owned by each person after the offering, assumes that
such person sells all of his Shares.
PLAN OF DISTRIBUTION
The Selling Stockholder may sell the Shares from time to time in a transaction
(which may include block transactions) on the Bulletin Board, in negotiated
transactions or both. He may sell the Shares at fixed prices which may be
changed, at market prices or in negotiated transactions, a combination of such
methods of sale or otherwise. The Selling Stockholder may also transfer Shares
by gift. The Selling Stockholder may not transfer his options except in case of
death.
The Selling Stockholder may sell the Shares directly to purchasers, through
broker-dealers acting as agents for the Selling Stockholder or to broker-dealers
who may purchase securities as principals for their own account. The Selling
Stockholders may pay the broker-dealers a brokerage fee or a discount from the
sales price. The purchaser of the Shares may also pay a brokerage fee or other
charge. The compensation to a particular broker-dealer may exceed customary
commissions. We do not know of any arrangements by any Selling Stockholder for
the sale of any of the Shares.
The Selling Stockholder and broker-dealers, if any, acting in connection with
such sales might be deemed to be underwriters within the meaning of Section
2(11) of the Securities Act of 1933 and any commission received by them and any
profit on the resale of the securities might be deemed to be underwriting
discounts and commissions under the Securities Act.
The Selling Stockholder understands that the anti-manipulative rules under the
Securities Exchange Act of 1934, which are set forth in Regulation M, may apply
to their sales in the market. We have furnished the Selling Stockholder with a
copy of Regulation M, and we have informed him that he should deliver a copy of
this Prospectus when he sells any Shares.
EXPERTS
The consolidated financial statements, incorporated by reference in this
Prospectus and elsewhere in the Registration Statement, to the extent for the
periods indicated in their report, have been audited by Halliburton, Hunter &
Associates, PC, independent certified public accountants, and are included
herein in reliance upon the authority of such firm, as experts in accounting and
auditing in giving such report.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Registrant is subject to the informational and reporting requirements of
Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934,
and, in accordance therewith, files reports, proxy statements and/or information
statements and other information with the Securities and Exchange Commission
(Commission). The following documents, which have been or will be subsequently,
filed with the Commission are incorporated in this Registration Statement by
reference: (a) annual report on Form 10-KSB for the year ended December 31,
1998; (b) quarterly reports on Form 10-QSB for the quarters ended March 31,
1998, June 30, 1999, and September 30, 1999; (c) all other reports filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since
the end of the fiscal year covered by the annual report or the prospectus
referred to in (a) above; and (d) the description of the $.001 par value per
share common stock of Registrant (Common Stock) contained in the Form 10
previously filed by Registrant under the Securities Exchange Act of 1934,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock have
been sold or which deregisters all shares of Common Stock then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Delaware General Corporation Law (GCL), a corporation may indemnify
any director, officer, employee or agent against expense (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection with any
specified, threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) if such person acted in good faith and in a manner
such person reasonably believed to be in, or not opposed to, the best interests
of the corporation and, with respect to any criminal proceeding, had no
reasonable cause to believe that his or her conduct was unlawful.
Registrant's Articles of Incorporation provide for indemnification of directors
and officers of the Registrant to the fullest extent permitted by the GCL.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or controlling persons of
Registrant, pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that, in the opinion of the Commission, such indemnification is
against public policy, as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of 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 hereunder, Registrant will, unless in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction, the question of whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated herein by
reference.
ITEM 9. UNDERTAKINGS.
(a) The 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: (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; provided however, that paragraphs (a) (1) (i)and (a) (1) (ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement. (2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. (3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of Registrant's
annual report, pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report, pursuant to the 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 relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Registrant
pursuant to the foregoing provisions, or otherwise, Registrant has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses incurred or paid
by a director, officer or controlling person of 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,
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 of 1933 and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Chatteris, Cambridgeshire on the 3rd day of December,
1999.
CASSCO CAPITAL DEVELOPMENT CORPORATION
By: /s/ Mark Langley
- --------------------
Mark Langley, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933 as amended, this
registration statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Mark Langley Director December 3, 1999
- ----------------
Mark Langley
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EXHIBIT INDEX
Exhibit Number Description
5 Opinion of Counsel
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Halliburton, Hunter & Associates, PC
* Incorporated herein by reference.
EXHIBIT 5
Opinion of Counsel
December 3, 1999 HAND DELIVERED
Board of Directors, Cassco Capital Corporation
Number One, Fenton Way Business Park, Fenton Way
Chatteris, Cambridgeshire
United Kingdom PE 16 6 US
Re: Cassco Capital Development Corporation (Company)/Registration Statement on
Form S-8
Ladies and Gentlemen:
As counsel for the Company, I am furnishing this opinion to you in compliance
with the referenced matter and am familiar with the articles of incorporation of
the Company and its corporate powers, franchises and other rights under which it
carries on its business. I am also familiar with the Bylaws, minute book and
other corporate records of the Company. For the purpose of the opinions
expressed below, I have examined, among other things, the registration statement
on Form S-8 to be filed in regards of the above offering (Registration
Statement), and have supervised proceedings taken in connection with the
authorization, execution and delivery by the Company of the Registration
Statement and, as contemplated thereby, the authorization and issuance of the
shares of common stock to be issued thereunder. In arriving at the opinions set
forth below, I have examined and relied upon originals or copies, certified or
otherwise identified to my satisfaction, of all such corporate records and all
such other instruments, documents and certificates of public officials, officers
and representatives of the Company and of other persons and have made such
investigations of law as I have considered necessary or appropriate as a basis
for my opinions. Moreover, I have with your approval relied as to factual
matters stated therein on the certificates of public officials, and I have
assumed, but not independently verified, that the signatures on all documents
which I have examined are genuine and that the persons signing such had the
capacity to do so. This opinion further expressly assumes that the shares
covered by the Registration Statement will be issued in conformity with the
terms and conditions applicable thereto.
Based upon and subject to the forgoing, I am of the opinion that the issuance
and sale of the stock in this offering have been duly and validly authorized and
upon delivery to the shareholders in accordance with the terms and conditions of
the exhibits to the Form S-8 will have been duly authorized, validly issued,
fully paid for and nonassessable.
I am admitted to practice before the Bar of the State of Colorado only. I am not
admitted to practice in any other jurisdiction in which the Company may own
property or transact business. My opinions herein are with respect to federal
law only and, to the extent my opinions are derived from laws of other
jurisdictions, are based upon an examination of relevant authorities and are
believed to be correct, but I have not directly obtained legal opinions as to
such matters from attorneys licensed in such other jurisdictions. My opinions
are qualified to the extent that the enforcement of rights and remedies are
subject to bankruptcy, insolvency and other laws of general application
affecting the rights and remedies of creditors and security holders and to the
extent that the availability of the remedy of specific enforcement or of
injunctive relieve is subject to the discretion of the court before which any
proceeding thereof may be brought.
This opinion is furnished by me to you as counsel for the Company and it is
solely for your benefit. This opinion is not to be used, circulated, quoted or
otherwise referred to for any other purpose, other than as set forth in my
consent to the use of the same in the Form S-8.
<PAGE>
Page Two
CSCA Letter
December 3, 1999
I hereby consent to the filing of this letter with the Commission as Exhibit 5.1
to the Registration Statement. In giving this consent, I do not admit that I am
included in the category of persons whose consent is required under Section 7 of
he Securities Act of 1933 or the rules and regulations of the Commission.
Very truly yours,
/s/ Mark S. Pierce
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Mark S. Pierce
EXHIBIT 24
Consent to Use of Opinion
1999 Broadway, Ste. 3235
(303) 292-2992 (Telephone); (303) 292-2882 (Facsimile);
[email protected]
December 3, 1999 REGULAR MAIL
Board of Directors, Cassco Capital Corporation
Number One, Fenton Way Business Park, Fenton Way
Chatteris, Cambridgeshire
United Kingdom PE 16 6 US
Re: Consent to Reference in Form S-8 Registration Statement
Gentlemen:
As independent certified public accountants, we hereby consent to the
incorporation by reference in the above Form S-8 Registration Statement of our
report on the financial statements included in the Cassco Capital Development
Corporation Annual Report on Form 10-KSB for the year ended December 31, 1998,
and to all references to our firm included in said registration statement.
HALLIBURTON, HUNTER & ASSOCIATES, PC
/s/ Halliburton, Hunter & Associates, PC
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Littleton, Colorado
