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)
Gerry Burns / Financial Services Agreement
(Full title of the plan)
James R. Jeppson
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
Register-ed
Proposed
Maximum
Offering
Price
Per Share
Proposed
Maximum
Aggregate
Offering
Price
Amount of
Regis-tration
Fee(1)
Common Stock, par
value $.0001 per
share
250,000
Shares
$ 2.00 per
Share
$ 500,000
$ 173
TOTAL FEE $ 173
(1) Based upon 250,000 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 7,429,659 shares are
issued and outstanding 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 27th 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 August 27, 1996
Leon J. Petersen Executive Officer
and Director
/S/ James R. Jeppson President, Chief August 27, 1996
James R. Jeppson Operating Officer
Officer and Director
/S/ Arben K. Andersen Director August 27, 1996
Arben K. Andersen
/S/ Stuart F. Palmer Secretary, Chief August 27, 1996
Stuart F. Palmer Financial 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 27, 1996
CompuLoan Originations, Inc.
1935 East Vine Street
Suite 400
Salt Lake City, Utah 84121
Re: Form S-8 Registration Statement
Financial Services Agreement / Gerry Burns
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 26, 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 27, 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
Gerry Burns 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. 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
250,000 shares of the Registrant's common stock issued for services
rendered pursuant to a certain Gerry Burns 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
