Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
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DISCAS, INC.
(Exact name of registrant as specified in charter)
DELAWARE 95-3261426
(State of incorporation) (IRS Employer Identification Number)
567-1 South Leonard Street
Waterbury, Connecticut 06708
(203) 753-5147
(Address and telephone number of registrant's
principal executive offices)
MISSION BAY CONSULTING, INC.
STOCK OPTION PLAN
(Full title of the Plan)
Patrick A. DePaolo, Sr.
President
Discas, Inc.
567-1 South Leonard Street
Waterbury, Connecticut 06708
(203) 753-5147
(Address and telephone number of
agent for service)
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Please send copies of all communications to:
JOSEPH A. SMITH, Esq.
Epstein Becker & Green, P.C.
250 Park Avenue, 12th Floor
New York, New York 10177
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CALCULATION OF REGISTRATION FEE
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Title of
each Proposed Proposed
class of Amount to Maximum Maximum Amount
securities be offering aggregate of
to be registered price offering registration
registered per price fee
Share
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Common Stock, 100,000 $ 2.50 $ 250,000 $100.00
$.0001 par shares
value(1)
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(1) Calculated pursuant to Rule 457(h). The fee as calculated was $73.75, below
the minimum fee required of $100.00.
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PART II.
INFORMATION REQUIRED BY REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Discas, Inc. (the "Registrant")
with the Securities and Exchange Commission (the "Commission") and are hereby
incorporated by reference to this Registration Statement:
(1) The Registrant's Prospectus dated August 14, 1997, filed with the
Commission pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended;
(2) The Registant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended July 31, 1997, October 31, 1997 and January 31, 1998, filed with
the Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "Act");
(3) The Registrant's Current Report on Form 8-K filed with the Commission
on November 4, 1997 pursuant to Section 13 of the the Act; and
(4) The Registrant's Common Stock was registered under Section 12(b) of the
Act on Form 8-A 12(b) filed with the Commission on July 24, 1997, and Section
12(g) of the Act on Form 8-A 12(g) filed with the Commission on July 10, 1997.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Act after the date of
this Registration Statement but prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all securities then remaining unsold hereunder, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock covered hereby has been passed upon for
the Registrant by Epstein Becker & Green, P.C. Richard L. Campbell, special
counsel to Epstein Becker & Green, P.C., is an affiliate of Mantis V, L.L.C.,
which is the owner of 364,500 shares of the Registrant's Common Stock and of
warrants to
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purchase 85,000 shares of the Registrant's Common Stock at $2.25 per share.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Tenth of the Certificate of Incorporation and Article IV of the
Bylaws of the Registrant provide for indemnification of directors and officers
to the fullest extent permitted by the General Corporation Law of the State of
Delaware. Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 (relating to liability for unauthorized acquisitions or redemptions
of, or dividends on, capital stock) of the General Corporation Law of the State
of Delaware, or (iv) for any transaction which the director derived an improper
personal benefit. Article Ninth of the Registrant's Certificate of Incorporation
contains such a provision.
ITEM 7. EXEMPTION FOR REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as a part of this Registration Statement:
5 Opinion of Epstein Becker & Green, P.C.
23.1 Consent of Epstein Becker & Green, P.C., included in Exhibit 5.
23.2 Consent of Jump, Green, Holman and Company, Independent Certified
Public Accountants.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
additional or changed material information on the plan of distribution.
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(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed a new registration
statement relating to the securities offered therein, 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.
(e) 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.
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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 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 Waterbury, Connecticut.
DISCAS, INC.
By: /s/ Patrick A. DePaolo, Sr.
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Patrick A. DePaolo, Sr.
Chairman of the Board of Directors,
and Principal Executive Officer
Date: March 31, 1998
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
/s/ Patrick A. DePaolo, Sr. Chairman of the March 31, 1998
- --------------------------- Board of Directors,
Patrick A. DePaolo, Sr. and Principal
Executive Officer
/s/ Ron Pettirossi Chief Financial March 31, 1998
- --------------------------- Officer (Principal
Ron Pettirossi Financial and
Accounting Officer)
/s/ Thomas R. Tomaszek Director March 31, 1998
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Thomas R. Tomaszek
/s/ Alan Milton Director March 31, 1998
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Alan Milton
/s/ Asher Bernstein Director April 1, 1998
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Asher Bernstein
/s/ John Carroll Director March 31, 1998
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John Carroll
[EPSTEIN BECKER & GREEN, P.C. LETTERHEAD]
April 13, 1998
Discas, Inc.
567-1 South Leonard Street
Waterbury, CT 06708
Attn: Patrick A. DePaolo, Sr.
Re: Registration Statement - Form S-8
Discas, Inc.
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Dear Ladies and Gentlemen:
We refer to the registration by the Company of up to 100,000 shares (the
"Shares") of Common Stock (the "Common Stock") of Discas, Inc., a Delaware
corporation (the "Company"), pursuant to the Registration Statement on Form S-8
filed with the Securities and Exchange Commission on or about April 13, 1998
(the "Registration Statement") as subsequently amended from time to time.
We have examined copies of said Registration Statement on Form S-8 under
the Securities Act of 1933, as amended. We have conferred with officers of the
Company and have examined the originals, or photostatic, certified or conformed
copies, of such records of the Company, certificates of officers of the Company,
certificates of public officials, and such other documents as we have deemed
relevant and necessary, as a basis for the opinions set forth herein. In
connection with such examinations, we have assumed the authenticity of all
documents submitted to us as originals or duplicate originals, the conformity to
original documents of all document copies, the authenticity of the respective
originals of such latter documents, and the correctness and completeness of such
certificates. Finally, we have obtained from officers of the Company such
assurances as we have considered necessary for the purposes of this opinion.
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Discas, Inc.
April 13, 1998
Page 2
On the basis of the foregoing, and such other matters of fact and questions
of law as we have deemed relevant in the circumstances, and in reliance thereon,
it is our opinion that the Shares issuable upon the exercise of options
authorized under the Company's Mission Bay Consulting, Inc. Stock Option Plan,
have been duly reserved for issuance, and upon exercise in accordance with the
terms of the Mission Bay Consulting, Inc. option grant, the Shares issued will
be duly authorized, validly issued, fully paid and non-assessable.
The undersigned hereby consent to the use of their name in the Registration
Statement and in the Prospectus forming a part of the Registration Statement,
and to references to this opinion contained herein under the caption of the
Prospectus entitled "Legal Matters".
This opinion is limited to the matters herein, and may not be relied upon
by any other person or for any other purpose other than in connection with the
corporate authority for and the validity of the issuance of the Shares.
Very truly yours,
EPSTEIN BECKER & GREEN, P.C.
By: /s/ JOSEPH A. SMITH
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Joseph A. Smith
[JUMP, GREEN, HOLMAN AND COMPANY LETTERHEAD]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated June 26, 1997, which appears on page
F-2 of Form SB-2, file #333-26543.
Jump, Green, Holman and Company
/s/ Jump, Green, Holman and Company
Toms River, New Jersey
April 9, 1998
