<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20529
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PEACOCK FINANCIAL CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
COLORADO 87-0410039
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
JOY M. SCHLENDORF/COMPENSATION CONTRACT (CONSULTING AGREEMENT)
--------------------------------------------------------------
(Full title of the plan)
DANNETTE UYEDA, 8 EAST BROADWAY , SUITE 735, SALT LAKE CITY, UT 84111
----------------------------------------------------------------------
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
<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
- ------------- ---------- -------------- -------------- ------------
<S> <C> <C> <C> <C>
common shares 87,500 $0.08 $7,000.00 $2.00
(1/33 of 1%)
</TABLE>
EXHIBIT INDEX IS LOCATED ON PAGE 5 OF THIS REGISTRATION STATEMENT
1
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION (10a) PROSPECTUS
(A) GENERAL PLAN INFORMATION
(1) The title of the "plan" is: "Joy M. Schlendorf/Compensation
Contract", and the registrant whose securities are to be offered
pursuant to the plan is Peacock Financial Corporation.
(2) Joy M. Schlendorf 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) 87,500 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 Joy M. Schlendorf 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.
2
<PAGE>
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 it's 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 it's behalf by the undersigned,
thereunto duly authorized, in the City of San Jacinto, State of California, On
December 24, 1997.
Peacock Financial Corporation
By: /s/ STEVEN R. PEACOCK
---------------------
Steven R. Peacock, President
3
<PAGE>
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) /s/ BRUCE MERATI
---------------------------
Bruce Merati
(Title) Chief Financial Officer
-------------------------------
(Date) December 24, 1997.
(Signature) /s/ STEVEN R. PEACOCK
---------------------------
Steven R. Peacock
(Title) Director
-------------------------------
(Date) December 24, 1997
4
<PAGE>
CERTIFICATE OF CORPORATE RESOLUTION
The undersigned, being the duly elected and qualified Directors of Peacock
Financial Corporation, a corporation duly organized and existing under the
laws of the State of Colorado, do hereby certify and affirm that on the 31st
day of December, 1996, a duly and regularly called meeting was held, and the
following resolutions duly adopted by the Board of Directors pursuant to the
bylaws of the corporation.
WHEREAS, it has been determined that it will be in the best interest of
Peacock Financial Corporation, the Directors hereby adopt the following
resolution:
RESOLVED, that the President of the Corporation, or other duly
authorized officers thereof, be and they hereby are, authorized and directed
to issue 87,500 shares of the REG S Corporate stock. The shares will be
subject to the Reg S SEC code regulations. Said stock to be issued at $.08
per share to:
Joy M. Schlendorf
FURTHER RESOLVED, that the issuance of stock is subject to assigned
letter of agreement by both parties and appropriate documentation by legal
counsel as to the transferability of said stock.
NAME AND POSITION OF AUTHORIZED OFFICER
---------------------------------------
STEVEN R. PEACOCK, PRESIDENT
ACTUAL SIGNATURE /s/ STEVEN R. PEACOCK
---------------- ---------------------------
Steven R. Peacock
I FURTHER CERTIFY that the persons named above is an officer of the
Corporation and occupy the positions set opposite the name; that the
foregoing resolution now stand of record on the books of the Corporation; and
that they are in full force and effect and have not been modified or revoked
in any manner whatsoever.
IN TESTIMONY WHEREOF, I have hereunto set my hand on December 31, 1996
and attest that the signature set opposite the name listed is a genuine
signature.
CERTIFIED TO AND ATTESTED BY
/s/ JOY M. SCHLENDORF
----------------------------
Secretary
