SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
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)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,000,000 $22.53 $45,058,830 $13,654.19
$.10 par value shares (1)(2)
======================================================================================================================
</TABLE>
(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.
(2) The contents of Registration Statements on Form S-8 (No. 33-28045),
(No. 33-65140) and (No. 333-28395) are incorporated by reference.
Includes an aggregate of 444,000 shares with respect to which options
were granted under the Incentive Plan and 1988 Plan at an average
exercise price of $23.07 per share. An additional 1,556,000 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 $22.38 as reported by the American Stock Exchange ("AMEX")
on June 22, 1998.
<PAGE>
SUBJECT TO COMPLETION, DATED JUNE 24, 1998
PROSPECTUS
771,681 SHARES
UNITED CAPITAL CORP.
Common Stock ($.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 23, 1998, the closing price for the
Common Stock, as reported by the American Stock Exchange, was $22.63.
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 24, 1998.
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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........................................................7
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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, 1997 and Form 10-Q for the quarter ended March 31, 1998 are 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).
------------------------
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
two industry segments:
1. Real Estate Investment and Management.
2. 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 June 20, 1998, (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 June 20, 1998 Resale Offering
- ---------------------------------------- ------------------------ ----------------- ------------------------
<S> <C> <C> <C>
A.F. Petrocelli(1)......................... 3,048,651(2) 647,381 2,849,524/48.7%
Anthony J. Miceli(3)....................... 36,300(4) 86,300 0/0
Howard M. Lorber(5) ..................... 81,833(6) 19,000 78,500/1.5%
Arnold M. Penner (7)....................... 3,333(8) 19,000 0/0
</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 2,849,524 shares of Common Stock and
presently exercisable options to purchase 199,127 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. Does not include options to purchase 448,254 shares of
Common Stock which are not presently exercisable or exercisable within
60 days of June 20, 1998.
(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) Consists of presently exercisable options. Does not include options to
purchase 50,000 shares of Common Stock which are not presently
exercisable or exercisable within 60 days of June 20, 1998.
(5) Mr. Lorber has been a Director since 1991.
(6) Includes 36,800 shares owned by the Howard M. Lorber Irrevocable Trust.
Mr. Lorber disclaims beneficial ownership of all shares owned by the
Howard M. Lorber Irrevocable Trust. Also includes 3,333 shares issuable
upon the exercise of presently exercisable options. Does not include
options to purchase 15,667 shares of Common Stock which are not
presently exercisable or exercisable within 60 days of June 20, 1998.
(7) Mr. Penner has been a Director since 1989.
(8) Consists of presently exercisable options. Does not include options to
purchase 15,667 shares of Common Stock which are not presently
exercisable or exercisable within 60 days of June 20, 1998.
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 giving said report.
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<PAGE>
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
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, 1997.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998.
3. 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
Not applicable.
Item 5. Interest of Named Experts and Counsel
Certain members of Olshan Grundman Frome & Rosenzweig LLP hold
shares of Common Stock of the Company.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers
Article V of the By-Laws of the Company provides that: The
Company shall indemnify any person who was or is a party or 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,
II-2
<PAGE>
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
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
Not Applicable.
Item 8. Exhibits
Exhibit Index
Exhibit
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).*
- --------
* Previously filed.
II-3
<PAGE>
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).**
- --------
** Filed herewith.
Item 9. Undertakings
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
II-4
<PAGE>
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 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.
II-5
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
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 24th day of June, 1998.
UNITED CAPITAL CORP.
(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.
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<PAGE>
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, June 24, 1998
- ------------------------- President and
A.F. Petrocelli Chief Executive
Officer [Principal
Executive Officer]
/s/ Howard M. Lorber Director June 24, 1998
- -------------------------
Howard M. Lorber
/s/ Arnold S. Penner Director June 24, 1998
- -------------------------
Arnold S. Penner
/s/ Anthony J. Miceli Vice President, June 24, 1998
- ------------------------- Chief Financial
Anthony J. Miceli Officer, Treasurer
and Director
[Principal
Financial Officer]
II-7
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 PARK AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: 212-753-7200
June 26, 1998
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 26, 1998 (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 2,000,000
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 NonQualified 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 26, 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,
/S/ OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
------------------------------------------
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
EX-23.1
CONSENT OF ARTHUR ANDERSEN 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 February 17, 1998 incorporated
by referenced in United Capital Corp.'s Annual Report on form 10-K for the year
ended December 31, 1997 and to all references to our Firm included in this
prospectus.
Dated: June 24, 1998
ARTHUR ANDERSEN LLP
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ARTHUR ANDERSEN LLP
