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As filed with the Securities and Exchange Commission on October 10, 1996
File No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
XECOM CORP.
(Exact Name of Registrant as Specified in its Charter)
STATE OF NEVADA 33-0664567
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or
Organization)
69-730 HIGHWAY 111, SUITE 101, RANCHO MIRAGE, CA 92270
(Address of Principal Executive Offices) (Zip Code)
AGREEMENT FOR CONSULTING SERVICES
(Full Title of the Plan)
JOSEPH C. VIGLIAROLO
69-730 HIGHWAY 111, SUITE 101, RANCHO MIRAGE, CA 92270
(Name and Address of Agent for Service)
(619) 202-1555
(Telephone Number, including Area Code of Agent for Service)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend of interest
reinvestment plan check the following line X
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount
to be to be Price Offering Registration
Registered Registered Per Share Price Fee (1)
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<S> <C> <C> <C> <C>
Common Stock 830,000 $1.00 $830,000 $318
</TABLE>
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(1) Calculated pursuant to Rule 457(h)
PART II
Item 3. Incorporation of Certain Documents by Reference
The Registrant's Form 10-SB filed on June 7, 1996 filed under Section
12(g) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), is
hereby incorporated by reference.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities covered hereby 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, except as to any portion of any future Annual
or Quarterly Report to Stockholders which is deemed to be modified or superseded
for purposes of this Registration Statement to the extent that such statement is
replaced or modified by a statement contained in a subsequently dated document
incorporated by reference or contained in this Registration Statement.
Item 4. Description of Securities
Securities are registered under Section 12 of the Exchange Act
Item 5. Interest of Named Experts and Counsel
Does not apply
Item 6. Indemnification of Directors and Officers:
Section 78.751 of the Nevada Revised Statutes, as amended (the "Act")
provides hat a corporation may indemnify a director or officer of the
corporation and to purchase and maintain liability insurance against expenses
(including attorney's fees) judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with any suit or
proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim or matter as to which
such a person has been adjudged by a court of competent jurisdiction, after the
exhaustion of all appeals therefrom, to be liable to the corporation or for the
amounts paid in settlement to the corporation, unless a court of competent
jurisdiction determines upon application, that the person is, nonetheless,
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
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The Article VIII, Section 1 of Registrant's By-laws contain provisions
indemnifying its directors to the extent permitted by Section 78.751 of the Act,
as amended from time to time.
The Company's Certificate of Incorporation limits directors' liability
for monetary damages for breaches of their duties of care owed the Company to
the fullest extent permitted by Nevada Law.
Item 7. Exemption from Registration Claimed
Does not apply
Item 8. Exhibits
The following is a list of exhibits filed as part of the Registration
Statement:
5(1) Opinion of Hickey, Klein & Schumacher re legality
24(l) Consent of P. Robert Wilkinson, C.P.A.
Item 9. Undertakings
The undersigned hereby undertakes:
(1)(a) 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) The 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 (1)(a)(i) and (l)(a)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
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(2) 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
bonafide offering thereof.
The undersigned Registrant hereby undertakes that, for purposes of
determining a liability under the Securities Act of 1933, each filing of the
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 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 a against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the 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, 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.
Balance of this page left blank intentionally
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Rancho Mirage, State of California, on the 9th day of
October, 1996.
XECOM CORP.
By: /s/ Joseph C. Vigliarolo
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JOSEPH C. VIGLIAROLO, President, Chief
Financial Officer and Director
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.
Signature Title Date
--------- ----- ----
/s/ Joseph C. Vigliarolo President, Chief Financial
- ------------------------ Officer and Director 10/9/96
JOSEPH C. VIGLIAROLO
/s/ Clifford Casey Director 10/9/96
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CLIFFORD CASEY, ESQ.
/s/ Dal N.R. Grauer Secretary and Director 10/9/96
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DAL N. R. GRAUER
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INDEX TO EXHIBITS
Sequentially
Numbered Exhibits Description
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5.1 Opinion of Hickey, Klein & Schumacher re legality
24.1 Consent of P. Robert Wilkinson, C.P.A.
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EXHIBIT 5.1
[HICKEY, KLEIN & SCHUMACHER letterhead]
October 10, 1996
Mr. Joseph Vigliarolo
President
Xecom Corp.
69730 Highway 111, Suite 101
Rancho Mirage, CA 92270
Re: Xecom Corp.
Registration Statement on Form S-8
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Dear Mr. Vigliarolo:
Xecom Corp., a Nevada corporation (the "Company"), proposes to issue under a
Form S-8 Registration Statement (the "Registration Statement") up to 830,000
shares of Common Stock (the "Shares"), pursuant to an Agreement for Consulting
Services (the "Agreement") which was approved pursuant to resolutions adopted by
the Board of Directors of the Company.
In rendering the following opinion, we have examined and relied only upon the
documents, certificates of officers of the Company as are specifically described
below. In our examination, we have assumed the genuineness of all signatures,
the authenticity, accuracy and completeness of the documents submitted to us as
originals, and the conformity with the original documents of all documents
submitted to us as copies. Our examination was limited to the following
documents and no others:
1. Certificate of Incorporation of the Company, as amended to
date;
2. By-Laws of the Company, as amended to date;
3. Resolutions adopted by the Board of Directors of the Company
authorizing the Agreement, the issuance of the Series B 10%
Cumulative Convertible Preferred Stock which have been
converted into the Shares;
4. The Registration Statement, together with all amendments
thereto, exhibits filed in connection therewith and
incorporated therein by reference and form of prospectus
contained therein including all documents incorporated therein
by reference; and
5. The Agreement dated as of September 8, 1995.
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Mr. Joseph Vigliarolo
October 18, 1996
Page 2
We have not undertaken, nor do we intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy and
accuracy of such documents and records.
Based upon and subject to the foregoing, it is our opinion that the Shares,
subject to effectiveness of the Registration Statement and compliance with
applicable Blue Sky laws, and subject to the proper execution and delivery of
stock certificates evidencing the Shares, when issued and delivered against
payment therefor in accordance with the terms of the Agreement, and as set forth
in the Registration Statement, will constitute legally issued, fully paid and
nonassessable shares of common stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement; to the filing of this opinion in connection with such
filings of applications as may be necessary to register, qualify or establish
eligibility for an exemption from registration or qualification of the Shares
under the Blue Sky laws of any state or other jurisdiction although we express
no opinion as to state securities laws herein; and to the reference to the
undersigned in the Prospectus under the heading "Legal Opinion".
The opinions set forth herein are based upon the federal laws of the United
States of America and the corporate laws of the State of Nevada all as now in
effect. We express no opinion as to whether the laws of any particular
jurisdiction apply, and no opinion to the extent that the laws of any
jurisdiction other than those identified above are applicable to the subject
matter hereof. No opinions are being given with respect to state "Blue Sky" or
securities laws or compliance with any antifraud provisions of the federal
securities laws.
The information set forth herein is as of the date of this letter. We disclaim
any undertaking to advise you of changes which may be brought to our attention
after the effective date of the Registration Statement.
Very truly yours,
/s/ William J. Hickey
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William J. Hickey, Esq. for
Hickey, Klein & Schumacher
WJH:mp
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EXHIBIT 24.1
CONSENT OF INDEPENDENT AUDITOR
The Board of Directors
Xecom Corp.
We consent to the incorporation by reference in the registration statement on
Form S-8 of Xecom Corp. of my report dated March 13, 1996, relating to the
consolidated balance sheet of Xecom Corp. and subsidiaries as of December 31,
195 and the related consolidated statements of operations, changes in
stockholders' equity (deficit) and cash flows for the year then ended, which
report appears in the June 7, 1996 filing of Xecom Corp. on Form 10-SB.
/s/ HARLAN & BOETTGER
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Harlan & Boettger
San Diego, California
October 8, 1996
