Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
COMPULOAN ORIGINATIONS, INC.
(Exact name of issuer as specified in its charter)
Delaware 75-2072205
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1935 East Vine Street, Suite 400, Salt Lake City, Utah 84121
(Address of Principal Executive Offices) (Zip Code)
Roger P. Lund Financial Services Agreement
(Full title of the plan)
James R. Jepson
1935 East Vine Street, Suite 400
Salt Lake City, Utah 84121
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
Amount to be
Registered
Proposed
Maximum
Offering Price
Per Share
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration
Fee(1)
Common Stock, par value
$.0001 per share
350,000 Shares
$ 1.25 per
Share
$ 437,500
$ 151
TOTAL FEE $ 151
(1) Based upon 350,000 shares of common stock granted under the plan covered by
this Registration Statement. The fee with respect to these share has been
calculated pursuant to Rule 457(h) and 457(c) under the Securities Act of
1933, as amended, and based upon the average of the bid and ask prices per
share of the Issuer's common stock on a date within five (5) days prior to
the date of filing this Registration Statement, as reported by the OTC
Bulletin Board.
<PAGE>
Part II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in this Registration
Statement by CompuLoan Originations, Inc. (the "Company") and made a part
hereof. All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing such documents.
(a) The Company's latest annual report on Form 10-KSB for the fiscal year
ended December 31, 1995, which contains audited financial statements for
the Company's fiscal year ended December 31, 1995.
(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 Company's
documents referred to in (a) above.
Item 4. Description of Securities.
The Company is authorized to issue 10,000,000 shares of common stock, par
value $.0001 per share, of which 7,079,659 shares are issued and out-
standing as of the date hereof. All shares of common stock have equal
rights and privileges with respect to voting, liquidation and dividend
rights. Each share of common stock entitles the holder thereof to (i) one
non-cumulative vote for each share held of record on all matters submitted
to a vote of the stockholders; (ii) to participate equally and to receive
any and all such dividends as may be declared by the Board of Directors
out of funds legally available therefor; and (iii) to participate pro rata
in any distribution of assets available for distribution upon liquidation
of the Company. Stockholders of the Company have no preemptive rights to
acquire additional shares of common stock or any other securities. The
common stock is not subject to redemption and carries no subscription or
conversion rights. All outstanding shares of common stock are fully paid
and non-assessable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by the provisions of the General Corporation Law of the State
of Delaware (the "Delaware Code"), the Company has the power to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation
if such officer or director acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interest of the Company. Any
such person may be indemnified against expenses, including attorneys' fees,
judgments, fines and settlements to the extent they have been successful on
the merits or otherwise in defense of any action, suit or proceeding.
Further, the Delaware Code permits a corporation to purchase and maintain
liability insurance on behalf of its officers, directors, employees and
agents. Neither the Company's Articles of Incorporation nor By-Laws makes
provisions for the indemnification of the Company's officers and directors
nor for the purchase of liability insurance on behalf of its officers,
directors, employees and agents. The Company does not maintain any such
liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) The following exhibits are filed with this Registration Statement:
Exhibit No. Exhibit Name
5.1 Opinion of Leonard E. Neilson, P.C.
3.1 Consent of Jones, Jensen & Company, Independent Certified
Public Accountants.
3.2 Consent of Leonard E. Neilson, P.C. (included in Exhibit
5.1).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement:
(i) To include any additional or changed material information on the
plan of distribution;
(2) For determining liability under the Securities Act, treat each post-
effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers,
and controlling persons of the small business issuer pursuant to the
foregoing provisions, or otherwise, the small business issuer 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 such liabilities
(other than the payment by the small business issuer of expenses incurred
or paid by a director, officer or controlling person of the small business
issuer 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 small business issuer 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.<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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Salt Lake City, State of Utah, on this 7th day
of August, 1996.
CompuLoan Originations, Inc.
(Registrant)
By: /s/ Leon J. Petersen
LEON J. PETERSEN, Chairman and
Chief Executive Officer
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 dates indicated.
Signature Title Date
/S/ Leon J. Petersen Chairman, Chief Executive August 7, 1996
Leon J. Petersen Officer and Director
/S/ James R. Jeppson President, Chief Operating August 7, 1996
James R. Jeppson Officer and Director
/S/ Arben K. Andersen Director August 7, 1996
Arben K. Andersen
/S/ Stuart F. Palmer Secretary, Chief Financial August 7, 1996
Stuart F. Palmer Officer and Principal
Accounting Officer
Leonard E. Neilson
Attorney at Law
1121 East 3900 South
Suite 200, Bldg. C
Salt Lake City, UT 84124
Phone: (801) 288-2855 Fax: (801) 288-2850
August 7, 1996
CompuLoan Originations, Inc.
1935 East Vine Street
Suite 400
Salt Lake City, Utah 84121
Re: Form S-8 Registration Statement
Financial Services Agreement / Roger P. Lund
To the Board of Directors:
I have acted as counsel to CompuLoan Originations, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), of the Company's registration statement on
Form S-8 (the "Registration Statement") relating to the registration under the
Act of shares of the Company's common stock, $.0001 par value ("Common Stock")
which may be issued under an agreement for consulting services (the
"Agreement").
In rendering this opinion, I have examined the Registration Statement as
well as a copy of the Company's Articles of Incorporation and all amendments
thereto, By-Laws, minutes of corporate proceedings, and other corporate
documents with respect to the issuance of the Common Stock. I have been
furnished with originals, or copies certified to my satisfaction, of all such
corporate or other records of the Company (the "Corporate Records") and I have
made such other legal and factual examinations and inquiries as I have
considered necessary as a basis for the opinions expressed herein. In the
examination of the Corporate Records, I have presumed the authenticity of all
signatures which existed on the Corporate Records and have presumed the veracity
and regularity of all Corporate Records. I have also reviewed such statutes and
judicial precedents as deemed relevant and necessary as a basis for the opinion
hereinafter expressed.
As to the question of fact material to this opinion letter, I have relied
upon the representations and warranties, certificates of and conversations and
correspondences with, officers and representatives of the Company. Based upon
the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of Delaware.
2. The shares of Common Stock subject to the Registration Statement have
been legally and validly authorized under the Articles of
Incorporation and, when issued and sold in accordance with the terms
of the Agreement and the manner contemplated by the Registration
Statement, will be duly and validly issued and outstanding, fully paid
and nonassessable.
This opinion is limited to the laws of the State of Delaware and the
federal securities laws and no opinion is expressed with respect to the laws of
any other jurisdiction.
I further consent to you filing this opinion with the Commission as an
exhibit to the Registration Statement on Form S-8. This opinion is not to be
used, circulated, quoted or otherwise referred to for any other purpose without
the prior written consent of the undersigned. This opinion is based on my
knowledge of the law and facts as of the date hereof. I assume no duty to
communicate with you with respect to any matter which comes to my attention
hereafter.
Yours truly,
Leonard E. Neilson
:ae
August 7, 1996
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our audit
report dated March 6, 1996 (and to all references to our Firm) included in the
Form 10K-SB and incorporated by reference in the Form S-8 registration statement
of CompuLoan Originations, Inc. (Formerly Intellichip Holdings Corporation).
Jones, Jensen & Company
Leonard E. Neilson
Attorney at Law
1121 East 3900 South
Suite 200, Bldg. C
Salt Lake City, UT 84124
Phone: (801) 288-2855 Fax: (801) 288-2850
August 7, 1996
Securities and Exchange Commission
Attention: Document Control
Filing Desk
450 Fifth Street, N.W.
Washington, DC 20549
Via EdgarLink
Re: CompuLoan Originations, Inc.
Registration Statement on Form S-8
Roger P. Lund Financial Services Agreement
S.E.C. File No. 33-2248-FW
Commissioners:
On behalf of CompuLoan Originations, Inc. (the "Registrant") in connection
with its Registration Statement on Form S-8 (the "Registration Statement"), and
pursuant to the requirements of the Securities Act of 1933, as amended (the
"Securities Act"), and the applicable rules and regulations thereunder, please
find herewith the following regarding the Registration Statement:
1. One copy of the Registration Statement including exhibits filed
pursuant to the provisions of Regulation S-T.
2. A check for the applicable filing fees has been deposited by wire
transfer into the Company's S.E.C. account.
The Registration Statement covers the proposed offering of 350,000 shares
of the Registrant's common stock issued for services rendered pursuant to a
certain Roger P. Lund Financial Services Agreement. The Registrant would like
the Registration Statement declared effective upon receipt by the Commission
Staff.
Please direct your comments or questions with respect to the Registration
Statement and the enclosed materials to the undersigned by telephone at (801)
288-2855, or by FAX at (801) 288-2850.
Yours truly,
Leonard E. Neilson
:ae
Attachments
