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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PEACOCK FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
COLORADO 87-0410039
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
FINANCIAL POWER NETWORK/COMPENSATION CONTRACT (CONSULTING AGREEMENT)
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(Full title of the plan)
DANNETTE UYEDA, 8 EAST BROADWAY , SUITE 735, SALT LAKE CITY, UT 84111
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(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to to be offering price aggregate Registration
be registered registered per share offering price fee
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<S> <C> <C> <C> <C>
common shares 30,000 $0.50 $15,000.00 $5.00
(1/33 of 1%)
</TABLE>
EXHIBIT INDEX IS LOCATED ON PAGE 5 OF THIS REGISTRATION STATEMENT
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PART I
INFORMATION REQUIRED IN THE SECTION (10a) PROSPECTUS
(a) GENERAL PLAN INFORMATION
(1) The title of the "plan" is: "Financial Power
Network/Compensation Contract", and the registrant whose securities
are to be offered pursuant to the plan is Peacock Financial Corporation.
(2) Financial Power Network is a consultant to the registrant, and in
such consulting capacity has entered into a written compensation
contract for services rendered to registrant. Such written
compensation contract is defined as an "Employee Benefit Plan"
pursuant to Rule 405 of "REGULATION C-REGISTRATION" under the
Securities Act of 1933.
(3) The plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
(b) SECURITIES TO BE OFFERED
(1) 30,000 shares of registrant's common stock
(2) The Capital Stock to be issued are the common shares of the
registrant that are fully paid and non assessable, with the same
rights and privileges as all other common stock shareholders of the
registrant. There are no restrictions on alienability of the
securities to be registered, nor is there any provision discriminating
against any existing or prospective holder of such securities as a
result of such security holder owning a substantial amount of
securities.
(d) PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES
OFFERED.
(6) The plan is not subject to ERISA. The shares of registrant's
common stock to be issued to Financial Power Network is compensation
for services rendered to registrant. The securities issued pursuant
to this Registration shall be issued by registrant without the payment
of any fees, commissions or other charges of any kind.
(e) RESALE RESTRICTIONS
There are no restrictions on the resale of the securities purchased
under this plan that may be imposed upon the purchaser.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) and (b) below are hereby incorporated by
reference in this registration statement; and that all documents heretofore
filed, or subsequently filed by registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act shall also be deemed to be
incorporated by this reference and shall be a part hereof from the date of
filing any such documents.
(a) The registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
registrant's document referred to in (a) above.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Registrant's By- Laws provide that registrant may indemnify any Officer or
Director of any liability that may arise while engaging in activities in such
capacity.
ITEM 8. EXHIBITS
The following exhibits required by Item 601 Regulation S-K are attached
hereto and by this reference incorporated herein:
(4) Exhibit "A" Instruments defining the rights of security holders,
including indentures (Page 6)
With respect to the requirements of Item 601 (b)(15), a "Letter re unaudited
interim financial information", registrant hereby incorporates herein by this
reference its report on Form 10-QSB.
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
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Jacinto, State of California,
On May 1998
Peacock Financial Corporation
By:
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Steven R. Peacock, President
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
(Signature)
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Bruce Merati
(Title) Chief Financial Officer
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(Date) May , 1998
(Signature)
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Steven R. Peacock
(Title) Director
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(Date) May , 1998
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EXHIBIT
INDEX
(4) Exhibit "A" Instruments defining the rights of security holders, including
indentures. (Minutes of Special Meeting of Directors Held
23rd April, 1998) Page 6
(15) Letter re: Unaudited Interim Financial Information.
(Registrant by this reference hereby incorporates such
financial information from its report on Form 10-QSB)
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EXHIBIT "A"
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
(MINUTES OF SPECIAL MEETING OF DIRECTORS HELD 23rd April, 1998)
6
