SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNITED CAPITAL CORP.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
04-2294493
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(I.R.S. employer identification no.)
9 Park Place, Great Neck, NY 11021
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(Address of principal executive offices) (Zip Code)
1988 INCENTIVE STOCK OPTION PLAN &
1988 JOINT INCENTIVE & NON-QUALIFIED STOCK OPTION PLAN
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(Full title of the plan)
A. F. Petrocelli
Chairman of the Board, President and Chief Executive Officer
United Capital Corp.
9 Park Place
Great Neck, New York 11021
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(Name and address of agent for service)
(516) 466-6464
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share (1) price (2) fee (2)
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Common Stock, 400,000 shares
$.10 par value (1)(2) $16.60 $6,640,536.58 $2,012.28
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(1) There are also registered hereby such indeterminate number of shares of
Common Stock as may become issuable by reason of the operation of the
anti-dilution provisions of the 1988 Incentive Stock Option Plan (the
"Incentive Plan") of United Capital Corp. (the "Company") and the 1988
Incentive and Non-Qualified Stock Option Plan (the "1988 Plan") of the
Company.
<PAGE>
(2) The contents of Registration Statements on Form S-8 (No. 33-28045) and (No.
33-65140) are incorporated by reference. Includes an aggregate of 80,619
shares with respect to which options were granted under the Incentive Plan
and 1988 Plan at an average exercise price of $10.07 per share. An
additional 319,381 shares of Common Stock may be offered under the
Incentive Plan and 1988 Plan at prices not presently determined. Pursuant
to Rule 457(g) and (h), the offering price for the shares which may be
issued under the Incentive Plan and 1988 Plan is estimated solely for the
purpose of determining the registration fee and is based on the closing
price of the Company's Common Stock ($18.25) as reported by the American
Stock Exchange ("AMEX") on May 22, 1997.
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<PAGE>
SUBJECT TO COMPLETION, DATED JUNE __, 1997
PROSPECTUS
271,300 SHARES
UNITED CAPITAL CORP.
Common Stock ($.10 par value)
This Prospectus relates to the reoffer and resale by certain
selling shareholders (the "Selling Shareholders") of shares (the "Shares") of
the Common Stock, $.10 par value (the "Common Stock"), of United Capital Corp.
(the "Company") that may be issued by the Company to the Selling Shareholders
upon the exercise of outstanding stock options granted pursuant to the 1988
Incentive Stock Option Plan (the "Incentive Plan") and the 1988 Joint Incentive
and Non-Qualified Stock Option Plan (the "1988 Plan") of the Company or pursuant
to an option agreement between the Selling Shareholders and the Company (the
"Option Agreement"). The offer and sale of the Shares to the Selling
Shareholders were previously registered under the Securities Act of 1933, as
amended (the "Securities Act"). With respect to the Shares that may be issued to
any of the Selling Shareholders or additional persons who may be deemed
affiliates under the 1988 Plan and the Incentive Plan, this Prospectus also
relates to certain Shares underlying options which have not as of this date been
granted. If and when such options are granted, the Company will distribute a
Prospectus Supplement as required by the Act. The Shares are being reoffered and
resold for the account of the Selling Shareholders and the Company will not
receive any of the proceeds from the resale of the Shares.
The Selling Shareholders have advised the Company that the
resale of their Shares may be effected from time to time in one or more
transactions on the American Stock Exchange, in negotiated transactions or
otherwise at market prices prevailing at the time of the sale or at prices
otherwise negotiated. See "Plan of Distribution." The Company will bear all
expenses in connection with the preparation of this Prospectus.
The Common Stock of the Company is traded on the American
Stock Exchange under the symbol "AFP." On June 2, 1997, the closing price for
the Common Stock, as reported by the American Stock Exchange, was $18-5/8.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 3, 1997.
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<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; Northwest Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661; and Seven World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
TABLE OF CONTENTS
AVAILABLE INFORMATION..................................................... 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................... 4
GENERAL INFORMATION....................................................... 5
USE OF PROCEEDS........................................................... 5
SELLING SHAREHOLDERS...................................................... 5
PLAN OF DISTRIBUTION...................................................... 6
LEGAL MATTERS............................................................. 6
EXPERTS................................................................... 6
ADDITIONAL INFORMATION.................................................... 6
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended
December 31, 1996 is incorporated by reference in this Prospectus and shall be
deemed to be a part hereof. All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of this offering, are deemed to be incorporated by reference in this
Prospectus and shall be deemed to be a part hereof from the date of filing of
such documents.
The Company's Application for Registration of its Common Stock
under Section 12(b) of the Exchange Act filed on October 25, 1988 is
incorporated by reference in this Prospectus and shall be deemed to be a part
hereof.
The Company hereby undertakes to provide without charge to
each person to whom a copy of this Prospectus has been delivered, on the written
or oral request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated in this Prospectus by
reference, other than exhibits to such documents. Written requests for such
copies should be directed to United Capital Corp. at 9 Park Place, Great Neck,
New York 11021, Attention: Anthony J. Miceli, Vice President, Treasurer and
Chief Financial Officer. Oral requests should be directed to such officer
(telephone number (516) 466- 6464).
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No dealer, salesman or other person has been authorized to
give any information or to make any representations other than those contained
in this Prospectus in connection with the offer made hereby, and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company or any Selling Shareholder. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby to any person in any state or other jurisdiction in
which such offer or solicitation is unlawful. The delivery of this Prospectus at
any time does not imply that information contained herein is correct as of any
time subsequent to its date.
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<PAGE>
GENERAL INFORMATION
The Company was incorporated in 1980 in the State of Delaware and has
three industry segments:
1. Real Estate Investment and Management.
2. Manufacture and Sale of Antenna Systems.
3. Manufacture and Sale of Engineered Products.
The Company's principal executive offices are located at 9 Park Place,
Great Neck, New York 11021. The Company's telephone number at such location is
(516) 466-6464.
The Shares offered hereby were or will be purchased by the Selling
Shareholders upon exercise of options granted to them and will be sold for the
account of the Selling Shareholders.
USE OF PROCEEDS
The Company will receive the exercise price of the options when
exercised by the holders thereof. Such proceeds will be used for working capital
purposes by the Company. The Company will not receive any of the proceeds from
the reoffer and resale of the Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
This Prospectus relates to the reoffer and resale of Shares issued or
that may be issued to the Selling Shareholders under the Incentive Plan, the
1988 Plan or the Option Agreement.
The following table sets forth (i) the number of shares of Common Stock
owned by each Selling Shareholder at April 1, 1997, (ii) the number of Shares to
be offered for resale by each Selling Shareholder and (iii) the number and
percentage of shares of Common Stock to be held by each Selling Shareholder
after completion of the offering.
<TABLE>
<CAPTION>
Number of shares of
Common Stock/
Number of Percentage of Class to
Number of shares of Shares to be be Owned After
Common Stock Owned at Offered for Completion of the
Name April 1, 1997 Resale Offering
- -------------------------------- --------------------- ------------------- -------------------------------
<S> <C> <C> <C>
A.F. Petrocelli(1).............. 3,016,424(2) 225,000 2,891,424/52.5%
Anthony J. Miceli(3)............ 26,300 26,300 0/0
Howard M. Lorber(4) .......... 78,500(5) 20,000 58,500/1.1%
</TABLE>
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<PAGE>
(1) Mr. Petrocelli has been Chairman of the Board and Chief
Executive Officer of the Company since December, 1987,
President of the Company since June, 1991 and from June, 1983
to March, 1989 and a Director of the Company since 1981.
(2) Mr. Petrocelli owns directly 2,891,424 shares of Common Stock
and presently exercisable options to purchase 125,000 shares
of Common Stock. Does not include shares held by the wife and
adult children or grandchildren of Mr. Petrocelli. Mr.
Petrocelli disclaims beneficial ownership of the Shares held
by his wife, adult children and grandchildren.
(3) Mr. Miceli has been a Director and Chief Financial Officer of
the Company since June, 1996 and prior thereto was Corporate
Controller for more than four years.
(4) Mr. Lorber has been a Director since 1991.
(5) Includes 21,700 shares owned by Mr. Lorber's wife and 36,800
shares owned by the Howard M. Lorber Irrevocable Trust. Mr.
Lorber disclaims beneficial ownership of all shares owned by
Mr. Lorber's wife and the Howard M. Lorber Irrevocable Trust.
PLAN OF DISTRIBUTION
It is anticipated that all of the Shares will be offered by
the Selling Shareholders from time to time in the open market, either directly
or through brokers or agents, or in privately negotiated transactions. The
Selling Shareholders have advised the Company that they are not parties to any
agreement, arrangement or understanding as to such sales.
LEGAL MATTERS
Certain legal matters in connection with the issuance of the
Shares offered hereby have been passed upon for the Company by Messrs. Olshan
Grundman Frome & Rosenzweig LLP, New York, New York 10022. Certain members of
such firm hold Common Stock of the Company.
EXPERTS
The consolidated financial statements incorporated by
reference in this prospectus and elsewhere in the registration statement, to the
extent and for the periods indicated in their report, have been audited by
Arthur Andersen LLP, independent public accountants and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange
Commission three Registration Statements on Form S-8 under the Securities Act
with respect to the Shares offered hereby. For further information with respect
to the Company and the securities offered hereby, reference is made to the
Registration Statements. Statements contained in this Prospectus as to the
contents of any contract or other document are not necessarily complete, and in
each instance, reference is made to the copy of such contract or document filed
as an exhibit to the Registration Statements, each such statement being
qualified in all respects by such reference.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference
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The following documents filed by United Capital Corp. (the "Company")
with the Securities and Exchange Commission are incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
2. The description of the Company's Common Stock, $.10 par value
(the "Common Stock"), in the Company's Registration Statement on Form 8-A filed
October 25, 1988.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the
effective date of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.
Item 4. Description of Securities
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Not applicable.
Item 5. Interest of Named Experts and Counsel
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Certain members of Olshan Grundman Frome & Rosenzweig LLP hold shares
of Common Stock of the Company.
Item 6. Indemnification of Directors and Officers
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Article V of the By-Laws of the Company provides that:
The Company shall indemnify any person who was or is a party or
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<PAGE>
is threatened to be made a party to any threatened, pending or complete action,
suit or proceedings, whether civil, criminal, administrative or investigative,
or by or in the right of the Company to procure judgment in its favor, by reason
of the fact that he is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company 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 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
interests of the Company in accordance with and to the full extent permitted by
statute except that no indemnification shall be made in respect of any claim by
or in the right of the Company as to which such person shall have been adjudged
to be liable for negligence or misconduct in the performance of his duty to the
Company unless and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper. Any
indemnification (unless ordered by a court) shall be made by the Company only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper (a) by the Board by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, (b) if such a quorum is not obtainable, or, even if
obtainable if a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (c) by stockholders. Expenses incurred in
defending a civil or criminal action, suit or proceeding may be paid by the
Company in advance of the final disposition of such action, suit or proceeding
as authorized by the Board of Directors in the specific case upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount unless it shall ultimately be determined that he is entitled to be
indemnified by the Company as authorized in this section. The indemnification
provided by this section shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under the By-laws or any
agreement or vote of stockholders or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
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<PAGE>
The Company has Indemnity Agreements with certain directors and
executive officers (individually each an "Indemnitee"), indemnifying each
Indemnitee against the various legal risks and potential liabilities to which
such individuals are subject due to their position with the Company, in order to
induce and encourage highly experienced and capable persons such as the
Indemnitees to continue to serve as executive officers and directors of the
Company.
Item 7. Exemption From Registration Claimed
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Not Applicable.
Item 8. Exhibits
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Exhibit Index
Exhibit
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4.1 1988 Incentive Stock Option Plan, (incorporated by
reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994.*
4.2 1988 Joint Incentive and Non-Qualified Stock Option Plan,
as amended (incorporated by reference to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31 1994).*
5.1 Opinion of Olshan Grundman Frome & Rosenzweig LLP. **
23.1 Consent of Arthur Andersen LLP**
23.2 Consent of Olshan Grundman Frome & Rosenzweig LLP
(included in Exhibit 5.1).**
24 Power of Attorney (included on the signature page of this
Registration Statement).**
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<PAGE>
* Previously filed.
** Filed herewith
Item 9. Undertakings
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The undersigned registrant hereby undertakes:
a. To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement 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.
b. 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 at that time shall be deemed to be
the initial bona fide offering thereof.
c. 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
registrant'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 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the
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<PAGE>
event that a claim for indemnification against each such liabilities (other than
the payment by the registrant of expenses incurred or paid by a trustee, officer
or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such trustee, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
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The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
post-effective amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Great Neck,
State of New York, on this 30th day of May, 1997.
UNITED CAPITAL CORP.
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(Registrant)
By: /s/ A.F. Petrocelli
------------------------------------
A.F. Petrocelli, Chairman, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints A.F. Petrocelli and Anthony J. Miceli,
and each of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute may lawfully do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ A.F. Petrocelli Chairman, President and Chief May 30, 1997
- -------------------------- Executive Officer [Principal
A.F. Petrocelli Executive Officer]
/s/ Howard M. Lorber Director May 30, 1997
- --------------------------
Howard M. Lorber
/s/ Arnold S. Penner Director May 30, 1997
- --------------------------
Arnold S. Penner
/s/ Anthony J. Miceli Vice President, Chief May 30, 1997
- -------------------------- Financial Officer, Treasurer
Anthony J. Miceli and Director [Principal
Financial Officer]
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<PAGE>
June 3, 1997
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 PARK AVENUE, NEW YORK, NEW YORK 10022
(212) 753-7200
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: United Capital Corp.
Registration Statement on Form S-8
Gentlemen:
Reference is made to the Registration Statement on Form S-8 dated
June 3, 1997 (the "Registration Statement"), filed with the Securities and
Exchange Commission by United Capital Corp., a Delaware corporation (the
"Company"). The Registration Statement relates to an aggregate of 400,000 shares
(the "Shares") of common stock, par value $.10 per share (the "Common Stock").
The Shares will be issued and sold by the Company in accordance with the
Company's (i) 1988 Incentive and Non-Qualified Stock Option Plan, as amended
(the "Plan") and (ii) 1988 Incentive Stock Option Plan (the "Incentive Plan").
We advise you that we have examined originals or copies certified
or otherwise identified to our satisfaction of the Certificate of Incorporation
and By-laws of the Company, minutes of meetings of the Board of Directors and
stockholders of the Company, the Plan, the Incentive Plan, a Prospectus relating
to the resale of Common Stock underlying options held by affiliates of the
Company (the "Prospectus"), and such other documents, instruments and
certificates of officers and representatives of the Company and public
officials, and we have made such examination of the law, as we have deemed
appropriate as the basis for the opinion hereinafter expressed. In making such
<PAGE>
Securities and Exchange Commission
June 3, 1997
Page -2-
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and the conformity to original
documents of documents submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the Shares,
when issued and paid for in accordance with the terms and conditions set forth
in the Plan and the Incentive Plan will be duly and validly issued, fully paid
and non-assessable.
We consent to the reference to this firm under the caption "Legal
Opinion" in the Prospectus. We advise you that certain members of our Firm own
shares of Common Stock of the Company.
Very truly yours,
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
--------------------------------------
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this prospectus of our report dated March 14, 1997 incorporated by
reference in United Capital Corp.'s Annual Report on Form 10-K for the year
ended December 31, 1996 and to all references to our Firm included in this
prospectus.
Dated: May 30, 1997
ARTHUR ANDERSEN LLP
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ARTHUR ANDERSEN LLP
