As Filed with the Securities and Exchange Commission on April 18, 1997
Registration Number 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
- --------------------------------------------------------------------------------
AutoCorp Equities, Inc.
(Formerly Chariot Entertainment, Inc.)
(Exact name of registrant as specified in its charter)
NEVADA 87-0522501
(State or other jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
7373 Scottsdale Mall, Suite 15
Scottsdale, AZ 85251
Telephone: (602) 970-4622
(Address of principal executive offices)
AutoCorp Equities, Inc.
1997 Non-Statutory Stock Option Plan
(Full title of the Plan)
Steven D. Keist, Attorney-at-Law
Steven D. Keist, P.C.
7029 North 55th Drive
Glendale, Arizona 85311
Telephone: (602) 937-9799
(Name, address and telephone number of agent for service.)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Title of Proposed Proposed
securities maximum maximum Amount of
to be Amount to offering price Aggregate registration
registered be registered per share offering price fee
- -----------------------------------------------------------------------------------------------------
Common Stock
<C> <C> <C> <C> <C>
$.001 par value 2,000,000 $ 1.85 $3,700,000 $1,122.00
- -----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PROSPECTUS
AutoCorp Equities, Inc.
7373 Scottsdale Mall, Suite 15
Scottsdale, AZ 85251
Telephone: (602) 970-4622
1997 Non-Statutory Stock Option Plan, dated March 20, 1997
SHARES OF COMMON STOCK, $.001 PAR VALUE
- -------------------------------------------------------------------------------
This Prospectus relates to the AutoCorp Equities, Inc. (the Company) 1997
Non-Statutory Stock Option Plan, dated March 20, 1997 (the Stock Option Plan),
making eligible certain employees as defined in the Securities Act of 1933, as
amended (the Act), in pertinent part but not limited to, officers, directors,
attorneys, consultants, other advisors and other employees of the Company, its
subsidiaries, parents, and/or affiliates, to receive shares of Common Stock of
the Company (the Stock Option Shares) in consideration for certain services.
Participants in the Stock Option Plan may make payment for the Stock Option
Shares either (i) in cash, represented by bank or cashiers check, certified
check or money order (ii) in lieu of payment for bona fide services rendered,
where such services were not in connection with the offer or sale of securities
services rendered, and where such services were not in connection with the offer
or sale of securities in a capital-raising transaction, (iii) any reduction in
any principal amount owed to optionee by the Company on any existing promissory
note, (iv) by delivering shares of the Companys Common Stock which have been
beneficially owned by the optionee, the optionees spouse, or both of them for a
period of at least six (6) months prior to the time of exercise (the Delivered
Stock) in a number equal to the number of Stock Option Shares being purchased
upon exercise of the Option or (v) by delivery of shares of corporate stock
which are freely tradable without restriction and which are part of a class of
securities which has been listed for trading on the NASDAQ system or a national
securities exchange, with an aggregate fair market value equal to or greater
than the exercise price of the Stock Option Shares being purchased under the
Option, or (vi) a combination of cash, services, reduction in principal,
Delivered Stock or other corporate shares.
Since the sale of any securities of the Company by affiliates of the Company may
not be made without compliance with the registration and prospectus delivery
requirements of the Act, or an exemption therefrom (such as that provided by
Rule 144 thereunder), the Company plans to advise those participants in the
Stock Option Plan who may be affiliates of the Company, as such term is defined
in Rule 144, (the Company and such participants not so conceding) that any such
sales by participants who are not affiliates of the Company may be effected
without compliance with the registration and prospectus delivery requirements of
the Act.
- -------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- -------------------------------------------------------------------------------
<PAGE>
The date of this Prospectus is March 20, 1997.
A copy of any document or part thereof incorporated by reference in the
Registration Statement or any other documents required to be delivered to
participants pursuant to Rule 428(b) of the Act but not delivered with this
Prospectus will be furnished without charge upon written or oral request.
Requests should be addressed to: 1997 Non-Statutory Stock Option Plan, AutoCorp
Equities, Inc., 7373 Scottsdale Mall, Suite 15, Scottsdale, AZ 85251; attention:
Stanley F. Wilson, President or his successors.
The Company is subject to the informational requirements of the Exchange Act and
in accordance therewith files reports and other information with the Securities
and Exchange Commission. The reports and other information filed by the Company
can be inspected and copied at the public reference facilities maintained by the
Commission in Washington, DC and at the Chicago Regional Office, Northwestern
Atrium Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60621-2511
and the New York Regional Office, 7 World Trade Center, New York, New York
10048. Copies of such material can be obtained from the Public Reference Section
of the Commission, Washington, DC 20549 at prescribed rates.
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and, if given or
made, such other information or representations must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer or solicitation by anyone in any state in which such offer or solicitation
is not authorized or in which the person making such offer or solicitation is
not qualified to do so or to any person to whom it is unlawful to make such
offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof.
<PAGE>
TABLE OF CONTENTS
Page
----
The Company 4-6
General Information Regarding the 1997 Non-Statutory Stock Option Plan 6
The Employers 6
Purposes 6
Period of Stock Option Plan 6
Administration 6-7
Reorganizations and Recapitalizations of the Company 7-8
Securities to be Offered 8
Eligible Participants 8-9
Purchase of Securities Pursuant to the Stock Option Plan and Payment
for Securities Offered 9
Consideration for Shares Issued under the Stock Option Plan 9
Exercise Period 9-10
Option Price 10
Nontransferability 10
Assignability 10
Termination 10-11
Amendments 11
Tax Effects of Stock Option Plan Participation 12
Tax Treatment to the Participants 12
Federal Income Tax Treatment of Nonqualified Stock Options 12
Restrictions on Resale of Common Stock 12-13
Legal Matters 13
Indemnification of Officers and Directors 13-14
Article X 13
Article XII 13
General Powers 14
Indemnification 14
Release 14
Incorporation of Certain Documents by Reference 14-15
Further Information 15
Exhibit A - 1997 Non-Statutory Stock Option Plan dated March 20, 1997 16
<PAGE>
THE COMPANY
The Company was incorporated on January 2, 1986 under the name Vivate, Inc. and
completed its initial public offering in May 1986. In November 1986, the Company
acquired all of the outstanding stock of Eagle Entertainment, Inc. (EEI) and
changed its name to Eagle Entertainment, Inc. Through its subsidiaries,
Performance Guarantees, Inc. (PGI), the Company provided performance guarantees
for motion picture productions.
In September 1990, the Company divested its subsidiaries, EEI and PGI, and
acquired Tyndale Motor Company (TMC) and Family Finance Company, Inc. (FFC) in
the retailing and financing of motor vehicles.
On January 3, 1992, the Company changed its name to Eagle Holdings, Inc.. On
September 30, 1992, the Company sold TMC. In January 1993, the Company acquired
Martin Motors, Inc. (MMI). The Company changed its name to Eagle Automotive
Enterprises, Inc. (EEM) in October 1993.
On March 28, 1994, the Company agreed to spin-off MMI and FFC and acquired
Diamond Entertainment II, Inc. (DEI), a Utah corporation licensed by the Samuel
Goldwyn Company to produce live productions of the 'American Gladiators'.
On April 6, 1994, the Company changed its name to Chariot Entertainment, Inc.
(CEI).
On June 30, 1994, the Company exchanged all of its shares in MMI for one million
of the Company's Class B preferred shares in a transaction that completed the
March 28, 1994 divestiture of all interest the Company previously had in
automobile dealerships.
On August 16, 1994, the common stock of the Company was reversed on a 3 to 1
ratio changing the number of issued and outstanding shares from 10,480,829 to
3,493,609.
In September 1994, the Company terminated its relationship with M&M Investments,
Inc. for its failure to perform under a funding agreement for the production
costs of the 'American Gladiators' live production at the Imperial Palace Hotel
and Casino in Las Vegas, Nevada.
On September 23, 1994, Stanley F. Wilson and Mark R. Moldenhauer joined Lyle
Boss and Cord Beatty as members of the board of directors.
On November 16, 1994, Mr. Boss and Mr. Beatty resigned as officers and directors
of the Company. Mr. Wilson was elected President and Mr. Moldenhauer, Secretary.
The Company sold all of its stock in AM-GLAD Entertainment, Inc. (AMG), a
subsidiary acquired in March 1994, and DEI to Diamond Entertainment, L.C., a
company owned and controlled by Lyle Boss and Cord Beatty. AMG and DEI held the
licensing rights for the production of the 'American Gladiators' live
productions in Las Vegas, Nevada. The Company reserved a royalty from any future
revenues of said production, if any. On December 5, 1994, the Company assigned
its rights in a certain lease with the Oceanwalk Mall at the Hollywood Beach
Hotel, Hollywood, Florida to Fuji Capital, Inc. in consideration for advertising
due bills from the American Independent Network.
<PAGE>
On December 31, 1994, the Goldwyn Licensing Agreement expired and the Company
re-entered the business development stage.
On September 30, 1996, the Company changed its name to AutoCorp Equities, Inc.
(AEI), in anticipation of attracting a business combination candidate in the
automotive industry.
On October 9, 1996, the Company settled three claims for the collection of
receivable accounts resulting from the sale of the Company's securities.
Pursuant to the Settlement Agreements, the Debtors have delivered 324,000 shares
of the Company's common stock to an Escrow Agent to be sold by the Escrow Agent
on behalf of the Debtors if and when the market price of the Company's shares
reach $1.00 per share. The settlement entitles the Company to the proceeds as
satisfaction of the debt.
On October 10, 1996, the Company sold and assigned any and all rights it had to
the payment of a debt owed to the Company in consideration of the Assignee
granting the Company the right to the proceeds from the Assignee's future sale
of its previously issued shares of the Company. Pursuant to that Agreement, the
Assignee has delivered 74,000 shares to an Escrow Agent for sale on its behalf
if and when the market price of the Company's shares reach $1.00 per share.
On November 18, 1996, the Company entered into stock subscription agreements
with two subscribers who delivered funds in the amount of $150,000 to an Escrow
Agent to be held in escrow subject to the completion of an acquisition of new
car dealership(s). The acquisition did not take place and the shares and funds
in escrow have been returned.
The Company had been delinquent with respect to its reporting requirements under
the Securities Exchange Act of 1934, as amended (Exchange Act) and most
recently, during the months of December, 1996 and January and February 1997,
took such steps as were necessary in order to rectify this matter by preparing
and filing with the Securities and Exchange Commission (SEC) the following
documents:
Form 10-K s for fiscal years ended June 30, 1994, 1995, and 1996
Form 10-QSBs for quarters ended September 30, 1994, 1995, and 1996
Form 10-QSBs for quarters ended December 31, 1994, 1995, and 1996
Form 10-QSBs for quarters ended March 31, 1995 and 1996
The Company is now in a position to pursue its current business objectives. The
full contents of the Companys Forms 10-K and 10-QSB (including financial
statements and exhibits thereto) are herewith incorporated by reference as if
fully set forth and repeated herein.
<PAGE>
GENERAL INFORMATION REGARDING THE
1997 NON-STATUTORY STOCK OPTION PLAN
The Employers. The Company has its principal executive offices at
AutoCorp Equities, Inc., 7373 Scottsdale Mall, Suite 15, Scottsdale, Arizona
85251 - Telephone: (602) 970-4622.
Purposes. The Stock Option Plan was adopted by the Board of Directors of
the Company on March 20, 1997 and is intended as an employment incentive, to aid
in attracting and retaining in the employ or service of the Company and any
Affiliated Corporation, persons of experience and ability and whose services are
considered valuable, to encourage the sense of proprietorship in such persons,
and to stimulate the active interest of such persons in the development and
success of the Company.
Period of Stock Option Plan. The Stock Option Plan shall expire on March
20, 2007 except as to Nonqualified Stock Options then outstanding, which shall
remain in effect until they have expired or been exercised:
Administration. The Companys Board of Directors (Board) may appoint and
maintain as administrator of the Stock Option Plan, the Compensation Committee
(the Committee) of the Board which shall consist of at least three members of
the Board unless the Board is comprised of less than three persons. Until such
time as the Committee is duly constituted, the Board itself shall have and
fulfill the duties herein allocated to the Committee. The Committee shall have
full power and authority to designate Stock Option Plan participants, to
determine the provisions and terms of respective Options (which need not be
identical as to number of shares covered by any Option, the method of exercise
as related to exercise in whole or in installments, or otherwise, including the
option price) and to interpret the provisions and supervise the administration
of the Stock Option Plan. The Committee may, in its discretion, provide that
certain Options not vest (that is, become exercisable) until expiration of a
certain period after issuance or until other conditions are satisfied, so long
as said conditions are not contrary to the Stock Option Plan.
A majority of the members of the Committee shall constitute a quorum. All
decisions and selections made by the Committee pursuant to the Stock Options
Plan provisions shall be made by a majority of its members. Any decisions
reduced to writing and signed by all of the members shall be fully effective as
if it had been made by a majority at a meeting duly held. The Committee shall
select one of its members as its chairman and shall hold its meetings at such
times and places as it deems advisable. If at any time the Board shall consist
of seven or more members, then the Board may amend the Stock Option Plan to
provide that the Committee shall consist only of Board members who shall not
have been eligible to participate in the Stock Option Plan (or similar stock or
stock option plan) of the Company or its affiliates at any time within one year
prior to appointment to the Committee.
<PAGE>
Reorganizations and Recapitalizations of the Company.
- -----------------------------------------------------
The existence of the Stock Option Plan and Options granted thereunder shall not
effect in any way the right or power of the Company or its Board to make or
authorize any and all adjustments, recapitalizations, reorganizations or other
changes in the Companys capital structure or its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stocks ahead of or affecting the Companys Common Stock or the
rights thereof, or the dissolution or liquidation of the Company, or any sale,
exchange or transfer of all or any part of its assets or business, or any other
corporation act or proceeding, whether of a similar character or otherwise.
The Stock Option Shares are shares of the common Stock of the Company as
currently constituted. If, and whenever, prior to delivery by the Company of all
of the Stock Option Shares which are subject to Options granted thereunder, the
Company shall effect a subdivision or consolidation of shares or other capital
readjustment, the payment of a Stock dividend, a stock split, combination of
shares (reverse stock split) or recapitalization or other increase or reduction
of the number of shares of the Common Stock outstanding without receiving
compensation therefor in money, services or property, then the number of Stock
Option Shares available under the Stock Option Plan and the number of Stock
Option Shares with respect to which Options granted thereunder may thereafter be
exercised shall:
in the event of an increase in the number of outstanding shares, be
proportionatelyincreased, and the cash consideration payable per share
shall be proportionately reduced; and
in the event of a reduction in the number of outstanding shares, be
proportionately reduced, and the cash consideration payable per share
shall be proportionately increased.
If the Company is reorganized, merged, consolidated or party to a plan of
exchange with another corporation pursuant to which shareholders of the Company
receive any shares of stock or other securities, there shall be substituted for
the Stock Option Shares subject to the unexercised portions of outstanding
Options an appropriate number of shares of each class of stock or other
securities which were distributed to the shareholders of the Company in respect
of such Stock Option Shares in the case of a reorganization, merger,
consolidation or plan of exchange; provided, however, that all such Options may
be canceled by the Company as of the effective date of a reorganization, merger,
consolidation, plan of exchange, or any dissolution or liquidation of the
Company, by giving notice to each optionee or his personal representative of its
intention to do so and by permitting the purchase of all the shares subject to
such outstanding Options for a period of not less than thirty (30) days during
the sixty (60) days next preceding such effective date.
Except as expressly provided above, the Companys issuance of Stock Option Shares
of any class, or securities convertible into Stock Option Shares of any class,
for cash or property, or for labor or services, either upon direct sale or upon
the
<PAGE>
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into Stock Option Shares or
other securities, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the number of Stock Option Shares subject to Options
granted thereunder or the purchase price of such shares. A copy of the Stock
Option Plan is attached hereto as Exhibit A.
SECURITIES TO BE OFFERED
Subject to adjustment, a total of 2,000,000 shares of Common Stock (Stock), of
the Company shall be subject to the Stock Option Plan. The Common Stock subject
to the Stock Option Plan shall consist of unissued shares or previously issued
shares reacquired and held by the Company or any Affiliated Corporation, and
such amount of shares shall be and is hereby reserved for sale for such purpose.
Any of such shares which may remain unsold and which are not subject to
outstanding Options at the termination of the Stock Option Plan shall cease to
be reserved for the purpose of the Stock Option Plan, but until termination of
the Stock Option Plan, the Company shall at all times reserve a sufficient
number of shares to meet the requirements of the Stock Option Plan. Should any
Option expire or be canceled prior to its exercise in full, the unexercised
shares theretofore subject to such Option may again be subjected to an Option
under the Stock Option Plan.
On March 20, 1997, the Board of Directors adopted the Stock Option Plan and
authorized the issuance of 2,000,000 Common Shares to be subject to the Stock
Option Plan.
ELIGIBLE PARTICIPANTS
The persons eligible for participation in the Stock Option Plan as recipients of
Options shall include full-time and part-time employees (as determined by the
Committee) and officers of the Company or of an Affiliated Corporation. In
addition, directors of the Company or any Affiliated Corporation who are not
employees of the company or an Affiliated Corporation and any attorney,
consultant or other adviser to the Company or any Affiliated Corporation shall
be eligible to participate in the Stock Option Plan. For all purposes of the
Stock Option Plan, any director who is not also a common law employee and is
granted an option under the Stock Option Plan shall be considered an employee
until the effective date of the directors resignation or removal from the Board
of Directors, including removal due to death or disability. The Committee shall
have full power to designate, from among eligible individuals, the persons to
whom Options may be granted. A person who has been granted an Option thereunder
may be granted an additional option or Options, if the Committee shall so
determine. The granting of an Option shall not be construed as a contract of
employment or as entitling the recipient thereof to any rights of continued
employment.
<PAGE>
PURCHASE OF SECURITIES PURSUANT TO THE STOCK OPTION PLAN
AND PAYMENT FOR SECURITIES OFFERED
Consideration for Shares Issued Under the Stock Option Plan. The
purchase price of the Stock Option Shares as to which an Option is exercised
shall be paid in full at the time of exercise and no Stock Option Shares shall
be issued until full payment is made therefor. Payment shall be made either (i)
in cash, represented by bank or cashiers check, certified check or money order
(ii) in lieu of payment for bona fide services rendered, and such services were
not in connection with the offer or sale of securities in a capital-raising
transaction, (iii) any reduction in any principal amount owed to optionee by the
Company on any existing promissory note, (iv) by delivering shares of the
Companys Common Stock which have been beneficially owned by the optionee, the
optionees spouse, or both of them for a period of at least six (6) months prior
to the time of exercise (the Delivered Stock) in a number equal to the number of
Stock Option Shares being purchased upon exercise of the Option or (v) by
delivery of shares of corporate stock which are freely tradable without
restriction and which are part of a class of securities which has been listed
for trading on the NASDAQ system or a national securities exchange, with an
aggregate fair market value equal to or greater than the exercise price of the
Stock Option Shares being purchased under the Option, or (vi) a combination of
cash, services, reduction in principal, Delivered Stock or other corporate
shares. An Option shall be deemed exercised when written notice thereof,
accompanied by the appropriate payment in full, is received by the Company. No
holder of an Option shall be, or have any of the rights and privileges of, a
shareholder of the Company in respect of any Stock Option Shares purchasable
upon exercise of any part of an Option unless and until certificates
representing such shares shall have been issued by the Company to him or her.
Exercise Period. The nonqualified stock options exercise period shall be
a term of not more than ten (10) years from the date of granting of each
nonqualified stock option and shall automatically terminate:
Upon termination of the optionees employment with the Company for cause;
At the expiration of twelve (12) months from the date of termination of
the optionees employment with the Company for any reason other than
death, without cause; provided, that if the optionee dies within such
twelve-month period, subclause (iii) below shall apply; or
At the expiration of fifteen (15) months after the date of death of the
optionee.
Employment with the Company as used in the Stock Option Plan shall include
employment with any Affiliated Corporation and nonqualified stock options
granted under the Stock Option Plan shall not be affected by an employees
transfer of employment among the company and any Parent or Subsidiary thereof.
An optionees employment with the Company shall not be deemed interrupted or
terminated by a bona fide leave of absence (such as sabbatical leave or
employment by the Government) duly approved, military leave, maternity leave or
sick leave.
<PAGE>
Option Price. The Stock Option Plan provides that the option price with
respect to each option will not be less than twenty percent (20%) of the fair
market value of such share on the date the option is granted. The fair market
value of a share on a particular date shall be deemed to be the average of
either (i) the highest and lowest prices at which shares were sold on the date
of grant, if traded on a national securities exchange, (ii) the high and low
prices reported in the consolidated reporting system, if traded on a last sale
reported system, such as NASDAQ, for over the counter securities, or (iii) the
high bid and high asked price for other over-the-counter securities. If no
transactions in the stock occur on the date of grant, the fair market value
shall be determined as of the next earliest day for which reports or quotations
are available. If the common shares are not then quoted on any exchange or in
any quotation medium at the time the option is granted, then the Board of
Directors or Committee will use its discretion in selecting a good faith value
believed to represent fair market value based on factors then known to them.
Nontransferability. Options granted under the Stock Option Plan are not
transferable by the holder except by will or the laws of descent and
distribution, and shall be exercisable, during his lifetime, only by him. If a
participant dies during employment or within three months thereafter, the option
granted to him may be exercised by his legal representative to the extent set
forth therein until either the expiration of the option or within one year after
the date of death, whichever comes first.
ASSIGNABILITY
No Option shall be assignable or otherwise transferable (by the optionee or
otherwise) except by will or the laws of descent and distribution. No option
shall be pledged or hypothecated in any manner, whether by operation of law or
otherwise, nor be subject to execution, attachment or similar process.
TERMINATION
The Option exercise period shall be a term of not more than ten (10) years from
the date of granting of each Option and shall automatically terminate:
Upon termination of the optionees employment with the Company for cause;
At the expiration of twelve (12) months from the date of termination of
the optionees employment with the Company for any reason other than
death, without cause; provided, that if the optionee dies within such
twelve-month period, subclause (iii) below shall apply; or
At the expiration of fifteen (15) months after the date of death of the
optionee.
Employment with the Company as used in the Stock Option Plan shall include
employment with any Affiliated Corporation, and Options granted under the Stock
Option Plan shall not be affected by an employees transfer of employment among
the Company and any Parent or Subsidiary thereof. An optionees employment with
the Company shall not be deemed interrupted or terminated by a bona fide leave
of
<PAGE>
absence (such as sabbatical leave or employment by the Government) duly
approved, military leave, maternity leave or sick leave.
AMENDMENTS
The Board may amend, alter or discontinue the Stock Option Plan at any time in
such respects as it shall deem advisable in order to conform to any change in
any other applicable law, or in order to comply with the provisions of any rule
or regulation of the Securities and Exchange Commission required to exempt the
Stock Option Plan or any Options granted thereunder from the operation of
Section 16(b) of the Exchange Act, or in any other respect not inconsistent with
Section 16(b) of the Exchange Act; provided, that no amendment or alteration
shall be made which would impair the rights of any participant under any Option
theretofore granted, without his consent (unless made solely to conform such
Option to, and necessary because of, changes in the foregoing laws, rules or
regulations), and except that no amendment or alteration shall be made without
the approval of shareholders which would:
Increase the total number of shares reserved for the purposes of the
Stock Option Plan or decrease the Option price provided for in Paragraph
5 (Except as provided in paragraph 9), or change the classes of persons
eligible to participate in the Stock Option Plan as provided in
Paragraph 3; or
Extend the Option period provided for in Paragraph 6; or
Materially increase the benefits accruing to participants under the
Stock Option Plan; or
Materially modify the requirements as to eligibility for participation
in the Stock Option Plan; or
Extend the expiration date of the Stock Option Plan as set forth in
Paragraph 11 of the Stock Option Plan.
TAX EFFECTS OF STOCK OPTION PLAN PARTICIPATION
Tax Treatment to the Participants. The Stock Option Plan provides for
the grant of nonqualified stock options. A description of these options and
certain federal income tax aspects associated therewith is set forth below.
Because tax results may vary due to individual circumstances, each participant
in the Stock Option Plan is urged to consult his personal tax adviser with
respect to the tax consequences of the exercise of an option or the sale of
stock received upon the exercise thereof, especially with respect to the effect
of state tax laws.
Federal Income Tax Treatment of Nonqualified Stock Options. No income is
recognized by an optionee when a non-qualified stock option is granted. Except
as described below, upon exercise of a nonqualified stock option, an optionee is
treated as having received ordinary income at the time of exercise in an amount
equal to the
<PAGE>
difference between the option price paid and the then fair market value of the
Common Stock acquired. The Company is entitled to a deduction at the same time
and in a corresponding amount. The optionees basis in the Common Stock acquired
upon exercise of a nonqualified stock option is equal to the option price plus
the amount of ordinary income recognized, and any gain or loss thereafter
recognized upon disposition of the Common Stock is treated as capital gain or
loss.
Stock acquired by insiders (i.e., officers, directors or persons holding 10% or
more of the stock of the Company who are subject to the restrictions on
short-swing trading imposed by Section 16(b) of the Exchange Act) upon exercise
of nonqualified stock options constitutes restricted property and, unless the
optionee elects otherwise, the recognition of income upon exercise is deferred
to the date upon which the stock acquired upon exercise may first be sold
without incurring Section 16(b) liability (generally six months after exercise).
If such an optionee does not elect to recognize income upon exercise, the
insider will realize ordinary income in an amount equal to the difference
between the option price and the fair market value on the date the stock may
first be sold without incurring Section 16(b) liability.
It is advisable for a participant to consult with tax and accounting
professionals concerning the federal and state tax implications of the exercise
of options and the acquisition or disposition of shares of Common Stock under
the Stock Option Plan.
RESTRICTIONS ON RESALE OF COMMON STOCK
While the Stock Option Plan does not place restrictions on resales of Common
Stock acquired thereunder, shares acquired under the Stock Option Plan by an
affiliate, as that term is defined in Rule 405, under the Act, may only be
resold pursuant to the registration requirements of the Act, Rule 144 or another
applicable exemption therefrom. Generally, sales of securities, including Common
Stock of the Company, are subject to antifraud provisions contained in federal
and state securities laws. Acquisitions (including acquisitions under the Stock
Option Plan) and dispositions of Common Stock of the Company by an officer,
director or affiliate of the Company within any six month period may give rise
to the right of the Company to recapture any profit from such transactions
pursuant to Section 16(b) of the Exchange Act. It is advisable for a participant
to consult with legal counsel concerning the securities law implications of his
exercise of options and his acquisition or disposition of shares of Common Stock
under the Stock Option Plan.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered hereby will
be passed upon for the Company by Steven D. Keist, Steven D. Keist, P.C., 7029
North 55th Drive, Glendale, Arizona 85311.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Chapter 78 of the Nevada Corporation Law of the State of Nevada contains
provisions entitling directors and officers of the Company to indemnification
from judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys fees, as the
<PAGE>
result of an action or proceeding in which they may be involved by reason of
being or having been a director or officer of the Company provided said officers
or directors acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe said conduct
was unlawful.
Additionally, Articles TEN and TWELVE of the Companys Articles of Merger and
Agreement of Merger, filed in the Office of the Secretary of State of the State
of Nevada on December 30, 1993, contain provisions relating hereto and reading
as follows:
ARTICLE X. The private property of the stockholders, directors and
officers of the corporation shall be forever exempt from all corporate
debts, liabilities and obligations of whatsoever kind and nature.
ARTICLE XII. The corporation shall indemnify any person who incurs
expenses by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation in accordance with the
provisions of the Bylaws of the corporation. No director or officer of
the corporation shall be personally liable to the corporation or any of
its stockholders for damages for breach of fiduciary duty as a director
or officer involving any act or omission of any such director or
officer; provided, however, that the foregoing provision shall not
eliminate or limit the liability of a director or officer (i) for acts
or omissions which involve intentional misconduct, fraud or a knowing
violation of law, or (ii) the payment of dividends in violation of
Section 78.300 of the Nevada Revised Statutes. Any repeal or
modification of this Article by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation
on the personal liability of a director or officer of the corporation
for acts or omissions prior to such repeal or modification.
Further, pursuant to the Companys Bylaws as referenced immediately above in
ARTICLE XII of the Companys Articles of Merger and Agreement of Merger, filed in
the Office of the Secretary of State of the State of Nevada on December 30,
1993, relating hereto and reading as follows, Section:
4.14 General Powers. The business and affairs of the corporation shall
be managed by the Board of Directors which may exercise all such powers
of the corporation and do all such lawful acts and things as are not by
statute or by the Articles of Incorporation or by these Bylaws directed
or required to be exercised or done by the shareholders. The directors
shall pass upon any and all bills or claims of officers for salaries or
other compensation and, if deemed advisable, shall contract with
officers, employees, directors, attorneys, accountants, and other
persons to render services to the corporation.
The indemnification and releases provided by the foregoing sections shall not be
deemed exclusive of any other rights to which those seeking indemnification or
release may be entitled under the Articles of Incorporation, Merged or Restated
Articles of Incorporation, and/or any amendments thereto nor any agreement or
vote of stockholders or disinterested directors or otherwise, both as to actions
taken in official capacities and as to actions in other capacities while holding
such office(s), and shall
<PAGE>
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such person(s).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in the registration
statement:
The Companys latest annual report on Form 10-K.
All other reports filed by the Company pursuant to sections 13(a) or
15(d) of the Exchange Act since the end of the year covered by the Form
10-K referred to in (a) above.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to the registration statement which indicates that all of the shares
of common stock offered have been sold or which deregisters all of such shares
then remaining unsold, shall be deemed to be incorporated by reference in the
registration statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
FURTHER INFORMATION
A Registration statement on Form S-8 was filed by the Company with the
Securities and Exchange Commission, Washington, DC, under the Act. This
Prospectus omits certain of the information contained in the Registration
Statement and reference is hereby made to the Registration Statement and to the
exhibits relating thereto for further information with respect to the company
and the securities to which this Prospectus relates. Statements herein contained
concerning the provisions of any document are not necessarily complete, and, in
each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement. Each such statement is qualified in its
entirety by such reference.
<PAGE>
EXHIBIT A
1997 NON-STATUTORY STOCK OPTION PLAN DATED MARCH 20, 1997
<PAGE>
AUTOCORP EQUITIES, INC.
1997 NON-STATUTORY STOCK OPTION PLAN
Purpose of this Plan
- --------------------
This Non-Statutory Stock Option Plan (the Plan) is intended as an employment
incentive, to aid in attracting and retaining in the employ or service of
AutoCorp Equities, Inc. (the Company), a Nevada corporation, and any Affiliated
Corporation, persons of experience and ability and whose services are considered
valuable to encourage the sense of proprietorship in such persons, and to
stimulate the active interest of such persons in the development and success of
the Company. This Plan provides for the issuance of non-statutory stock options
(NSOs or Options) which are not intended to qualify as incentive stock options
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the Code).
Administration of this Plan
- ---------------------------
The Companys Board of Directors (Board) may appoint and maintain as
administrator of this Plan a Compensation Committee (the Committee) of the Board
which shall consist of at least three members of the Board. Until such time as
the Committee is duly constituted, the Board itself shall have and fulfill the
duties herein allocated to the Committee. The Committee shall have full power
and authority to designate Plan participants, to determine the provisions and
terms of respective NSOs (which need not be identical as to number of shares
covered by any NSO, the method of exercise in whole or in installments, or
otherwise), including the NSO price, and to interpret the provisions and
supervise the administration of this Plan. The Committee may, in its discretion,
provide that certain NSOs not vest (that is, become exercisable) until
expiration of a certain period after issuance or until other conditions are
satisfied, so long as the provisions are not contrary to this Plan.
A majority of the members of the Committee shall constitute a quorum. All
decisions and selections made by the Committee pursuant to this Plans provisions
shall be made by a majority of its members. Any decision reduced to writing and
signed by all of the members shall be fully effective as if it had been made by
a majority at a meeting duly held. The Committee shall select one of its members
as its chairman and shall hold its meetings at such times and places as it deems
advisable. If at any time the Board shall consist of seven or more members, then
the Board may amend this Plan to provide that the Committee shall consist only
of Board members who shall not have been eligible to participate in this Plan
(or similar stock or stock option plan) of the company or its affiliates at any
time within one year prior to appointment to the Committee.
All NSOs granted under this Plan are subject to, and may not be exercised
before, the approval of this Plan by the holders of a majority of the companys
outstanding shares, and if such approval is not obtained, all NSOs previously
granted shall be void. Each NSO shall be evidenced by a written agreement
containing terms and conditions established by the Committee consistent with the
provisions of this Plan.
<PAGE>
Designation of Participants
- ---------------------------
The persons eligible for participation in this Plan as recipients of NSOs shall
include full-time and part-time employees (as determined by the Committee) and
officers of the Company or of an Affiliated Corporation. In addition, directors
of the Company or any Affiliated Corporation who are not employees of the
Company or an Affiliated Corporation and any attorney, consultant or other
adviser to the Company or any Affiliated Corporation shall be eligible to
participate in this Plan. For all purposes of this Plan, any director who is not
also a common law employee and is granted an option under this Plan shall be
considered an employee until the effective date of the directors resignation or
removal from the Board of Directors, including removal due to death or
disability. The Committee shall have full power to designate, from among
eligible individuals, the persons to whom NSOs may be granted. A person who has
been granted an NSO hereunder may be granted an additional NSO or NSOs, if the
committee shall so determine. The granting of an NSO shall not be construed as a
contract of employment or as entitling the recipient thereof to any rights of
continued employment.
Stock Reserved for this Plan
- ----------------------------
Subject to adjustment as provided in Paragraph 9 below, a total of 2,000,000
shares of Common Stock (Stock) of the Company shall be subject to this Plan. The
Stock subject to this Plan shall consist of unissued shares or previously issued
shares reacquired and held by the Company or any Affiliated Corporation, and
such amount of shares shall be and is hereby reserved for sale for such purpose.
Any of such shares which may remain unsold and which are not subject to
outstanding NSOs at the termination of this Plan shall cease to be reserved for
the purpose of this Plan, but until termination of this Plan, the Company shall
at all times reserve a sufficient number of shares to meet the requirements of
this Plan. Should any NSO expire or be canceled prior to its exercise in full,
the unexercised shares theretofore subject to such NSO may again be subjected to
an NSO under this Plan.
Option Price
- ------------
The purchase price of each share of Stock placed under NSO shall not be less
than twenty percent (20%) of the fair market value of such share on the date the
NSO is granted. The fair market value of a share on a particular date shall be
deemed to be the average of either (i) the highest and lowest prices at which
shares were sold on the date of grant, if traded on a national securities
exchange, (ii) the high and low prices reported in the consolidated reporting
system, if traded on a last sale reported system, such as NASDAQ, for over the
counter securities, or (iii) the high bid and high asked price for other
over-the counter securities. If no transactions in the Stock occur on the date
of grant, the fair market value shall be determined as of the next earliest day
for which reports or quotations are available. If the common shares are not then
quoted on any exchange or in any quotation medium at the time the option is
granted, then the Board of Directors or Committee will use its discretion in
selecting a good faith value believed to represent fair market value based on
factors then known to them.
<PAGE>
The cash proceeds from the sale of Stock are to be added to the general funds of
the Company.
Exercise Period
- ---------------
The NSO exercise period shall be a term of not more than ten (10) years from the
date of granting of each NSO and shall automatically terminate:
Upon termination of the optionees employment with the Company for cause;
At the expiration of twelve (12) months from the date of termination of
the optionees employment with the Company for any reason other than
death, without cause; provided, that if the optionee dies within such
twelve-month period, subclause (iii) below shall apply; or
At the expiration of Fifteen (15) months after the date of death of the
optionee.
Employment with the Company as used in this Plan shall include employment with
any Affiliated Corporation, and NSOs granted under this Plan shall not be
affected by an employees transfer of employment among the company and any Parent
or Subsidiary thereof. An optionees employment with the Company shall not be
deemed interrupted or terminated by a bona fide leave of absence (such as
sabbatical leave or employment by the Government) duly approved, military leave,
maternity leave or sick leave.
Exercise of Options
- -------------------
The Committee, in granting NSOs, shall have discretion to determine the terms
upon which NSOs shall be exercisable, subject to applicable provisions of this
Plan. Once available for purchase, unpurchased shares of Stock shall remain
subject to purchase until the NSO expires or terminates in accordance with
Paragraph 6 above. Unless otherwise provided in the NSO, an NSO may be exercised
in whole or in part, one or more times, but no NSO may be exercised for a
fractional share of Stock.
NSOs may be exercised solely by the optionee during his lifetime, or after his
death (with respect to the number of shares which the optionee could have
purchased at the time of death) by the person or persons entitled thereto under
the decedents will or the laws of descent and distribution.
The purchase price of the shares of Stock as to which an NSO is exercised shall
be paid in full at the time of exercise and no shares of Stock shall be issued
until full payment is made and received therefore. Payment shall be made either
(i) in cash, represented by bank or cashiers check, certified check or money
order (ii) in lieu of payment for bona fide services rendered, and such services
were not in connection with the offer or sale of securities in a capital-raising
transaction, (iii) any reduction in any principal amount owed to optionee by the
Company on any existing promissory note, (iv) by delivering shares of the
Companys Common Stock which have been
<PAGE>
beneficially owned by the optionee, the optionees spouse, or both of them for a
period of at least six (6) months prior to the time of exercise (the Delivered
Stock) in a number equal to the number of Stock Option Shares being purchased
upon exercise of the NSO or (v) by delivery of shares of corporate stock which
are freely tradable without restriction and which are part of a class of
securities which has been listed for trading on the NASDAQ system or a national
securities exchange, with an aggregate fair market value equal to or greater
than the exercise price of the Stock Option Shares being purchased under the
NSO, or (vi) a combination of cash, services, reduction in principal, Delivered
Stock or other corporate shares. An NSO shall be deemed exercised when written
notice thereof, accompanied by the appropriate payment in full, is received by
the Company. No holder of an NSO shall be, or have any of the rights and
privileges of, a shareholder of the Company in respect of any shares of Stock
purchasable upon exercise of any part of an NSO unless and until certificates
representing such shares shall have been issued by the Company to him or her.
Assignability
- -------------
No NSO shall be assignable or otherwise transferable (by the optionee or
otherwise) except by will or the laws of descent and distribution. No NSO shall
be pledged or hypothecated in any manner, whether by operation of law or
otherwise, nor be subject to execution, attachment or similar process.
Reorganizations and Recapitalizations of the Company
- ----------------------------------------------------
The existence of this Plan and NSOs granted hereunder shall not affect in any
way the right or power of the Company or its Board to make or authorize any and
all adjustments, recapitalizations, reorganizations or other changes in the
Companys capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stocks ahead of or affecting the Companys Common Stock or the rights thereof, or
the dissolution or liquidation of the Company, or any sale, exchange or transfer
of all or any part of its assets or business, or the other corporation act or
proceeding, whether or a similar character or otherwise.
The shares of Stock with respect to which NSOs may be granted hereunder are
shares of the Common Stock of the Company as currently constituted. If, and
whenever, prior to delivery by the Company of all of the shares of Stock which
are subject to NSOs granted hereunder, the Company shall effect a subdivision or
consolidation of shares or other capital readjustment, the payment of a Stock
dividend, a stock split, combination of shares (reverse stock split) or
recapitalization or other increase or reduction of the number of shares of the
Common Stock outstanding without receiving compensation therefor in money,
services or property, then the number of shares of Stock available under this
Plan and the number of shares of Stock with respect to which NSOs granted
hereunder may thereafter be exercised shall (i) in the event of an increase in
the number of outstanding shares, be proportionately increased, and the cash
consideration payable per share shall be proportionately reduced; and (ii) in
the event of a reduction in the number of
<PAGE>
outstanding shares, be proportionately reduced, and the cash consideration
payable per share shall be proportionately increased.
If the Company is reorganized, merged, consolidated or party to a plan of
exchange with another corporation pursuant to which shareholders of the Company
receive any shares of stock or other securities, there shall be substituted for
the shares of Stock subject to the unexercised portions of outstanding NSOs an
appropriate number of shares of each class of stock or other securities which
were distributed to the shareholders of the Company in respect of such shares of
Stock in the case of a reorganization, merger, consolidation or plan of
exchange; provided, however, that all such NSOs may be canceled by the Company
as of the effective date of a reorganization, merger, consolidation, plan of
exchange, or any dissolution or liquidation of the Company, by giving notice to
each optionee or his personal representative of its intention to do so and by
permitting the purchase of all the shares subject to such outstanding NSOs for a
period of not less than thirty (30) days during the sixty (60) days next
preceding such effective date.
Except as expressly provided above, the Companys issuance of shares of Stock of
any class, or securities convertible into shares of Stock of any class, for cash
or property, or for labor or services, either upon direct sale or upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into shares of Stock or other
securities, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number of shares of Stock subject to NSOs granted hereunder
or the purchase price of such shares.
Purchase for Investment
- -----------------------
Unless the shares of Stock covered by this Plan have been registered under the
Securities Act of 1933, as amended (the (Act), each person exercising an NSO
under this Plan may be required by the Company to give a representation in
writing that he is acquiring such shares for his own account for investment and
not with a view to, or for sale In connection with, the distribution of any part
thereof.
Effective Date and Expiration of this Plan
- ------------------------------------------
This Plan shall be effective as of March 20, 1997 the date of its adoption by
the Board, and no NSO shall be granted pursuant to this Plan after its
expiration. This Plan shall expire on March 20, 2007 except as to NSOs then
outstanding, which shall remain in effect until they have expired or been
exercised.
Amendments or Termination
- -------------------------
The Board may amend, alter or discontinue this Plan at any time in such respects
as it shall deem advisable in order to conform to any change in any other
applicable law, or in order to comply with the provisions of any rule or
regulation of the Securities and Exchange Commission required to exempt this
Plan or any NSOs granted thereunder from the operation of Section 16(b) of the
Securities Exchange Act of 1934, as
<PAGE>
amended (Exchange Act); provided, that no amendment or alteration shall be made
which would impair the rights of any participant under any NSO theretofore
granted, without his consent (unless made solely to conform such NSO to, and
necessary because of, changes in the foregoing laws, rules or regulations), and
except that no amendment or alterations shall be made without the approval of
shareholders which would:
Increase the total number of shares reserved for the purposes of this
Plan or decrease the NSO price provided for in Paragraph 5 (except as
provided in Paragraph 9), or change the classes of persons eligible to
participate in this Plan as provided in Paragraph 3;
Extend the NSO period provided for in Paragraph 6;
Materially increase the benefits accruing to participants under this
Plan;
Materially modify the requirements as to eligibility for participation
in this Plan; or
Extend the expiration date of this Plan as set forth in Paragraph 11.
Government Regulations
- ----------------------
This Plan, and the granting and exercise of NSOs hereunder, and the obligation
of the Company to sell and deliver shares of Stock under such NSOs, shall be
subject to all applicable laws, rules and regulations, and to such approvals by
any governmental agencies or national securities exchanges as may be required.
Liability
- ---------
No member of the Board, the Committee or officers or employees of the Company or
any Affiliated Corporation shall be personally liable for any action, omission
or determination made in good faith in connection with this Plan.
Miscellaneous
- -------------
The term Affiliated Corporation used herein shall mean any Parent or Subsidiary.
The term Parent used herein shall mean any corporation owning 50 percent or more
of the total combined voting stock of all classes of the Company or of another
corporation qualifying as a Parent within this definition.
The term Subsidiary used herein shall mean any corporation more than 50 percent
of whose total combined voting stock of all classes is held by the Company or by
another corporation qualifying as a Subsidiary within this definition.
<PAGE>
Options in Substitution for Other Options
- -----------------------------------------
The Committee may, in its sole discretion, at any time during the term of this
Plan, grant new options to an employee under this Plan or any other stock option
plan of the Company on the condition that such employee shall surrender for
cancellation one or more outstanding options which represent the right to
purchase (after giving effect to any previous partial exercise thereof) a number
of shares, in relation to the number of shares to be covered by the new
conditional grant hereunder, determined by the Committee. If the Committee shall
have so determined to grant such new options on such a conditional basis (New
Conditional Options), no such New Conditional Option shall become exercisable in
the absence of such employees consent to the condition and surrender and
cancellation as appropriate. New Conditional Options shall be treated in all
respects under this Plan as newly granted options. Options may be granted under
this Plan from time to time in substitution for similar rights held by employees
of other corporations who are about to become employees of the Company or an
Affiliated Corporation, or the merger or consolidation of the employing
corporation with the Company or an Affiliated Corporation, or the acquisition by
the Company or an Affiliated Corporation of stock of the employing corporation
as the result of which it becomes an Affiliated Corporation.
Withholding Taxes
- -----------------
Pursuant to applicable federal and state laws, the Company may be required to
collect withholding taxes upon the exercise of a NSO. The Company may require,
as a condition to the exercise of a NSO, that the optionee concurrently pay to
the Company the entire amount or a portion of any taxes which the Company is
required to withhold by reason of such exercise, in such amount as the Committee
or the Company in its discretion may determine. In lieu of part or all of any
such payment, the optionee may elect to have the Company withhold from the
shares to be issued upon exercise of the option that number of shares having a
Fair Market Value equal to the amount which the Company is required to withhold.
AUTOCORP EQUITIES, INC.
ATTEST:
- -------
By: By:
-------------------------------- --------------------------------
Stanley F. Wilson Stanley F. Wilson
Secretary Chairman and CEO
<PAGE>
CERTIFICATION OF PLAN ADOPTION
I, the undersigned secretary of this Corporation, hereby certify that the
foregoing 1997 Non-Statutory Stock Option Plan was duly adopted by unanimous
consent of the Board pursuant to its authority under Nevada Revised Statutes
Section 78.200, on the 20th day of March, 1997.
-----------------------------------
By: Stanley F. Wilson, Secretary
Date:
---------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
- -----------------------------------------------
The following documents are incorporated by reference in the registration
statement:
The registrants latest annual report on Form 10-K.
All other reports filed by the registrant pursuant to sections 13(a) or
15(d) of the Exchange Act since the end of the year covered by the Form
10-K referred to in (a) above.
Not Applicable.
All documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the Exchange Act),
prior to the filing of a post-effective amendment to the registration statement
which indicates that all of the shares of common stock offered have been sold or
which deregisters all of such shares then remaining unsold, shall be deemed to
be incorporated by reference in the registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Item 4. Description of Securities
- ---------------------------------
The registrant is authorized to issue two million (2,000,000) shares of common
stock. The par value of each of said shares is $ .001. All such shares are of
one class, which are shares of common stock, having full voting and dividend
rights (subject to such preferential dividend rights as may be applicable to
shares of preferred stock, none of which have been issued and/or reflected on
the Companys 10-QSB Filings) but without cumulative voting rights or any other
rights.
Item 5. Interest of Named Experts and Counsel
- ---------------------------------------------
Not Applicable
<PAGE>
Item 6. Indemnification of Directors and Officers
- -------------------------------------------------
Chapter 78 of the Nevada Corporation Law of the State of Nevada contains
provisions entitling directors and officers of the Company to indemnification
from judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys fees, as the result of an action or proceeding in which they
may be involved by reason of being or having been a director or officer of the
Company provided said officers or directors acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe said conduct was unlawful.
Additionally, Articles TEN and TWELVE of the Companys Articles of Merger and
Agreement of Merger, filed in the Office of the Secretary of State of the State
of Nevada on December 30, 1993, contain provisions relating hereto and reading
as follows:
ARTICLE X. The private property of the stockholders, directors and
officers of the corporation shall be forever exempt from all corporate
debts, liabilities and obligations of whatsoever kind and nature.
ARTICLE XII. The corporation shall indemnify any person who incurs
expenses by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation in accordance with the
provisions of the Bylaws of the corporation. No director or officer of
the corporation shall be personally liable to the corporation or any of
its stockholders for damages for breach of fiduciary duty as a director
or officer involving any act or omission of any such director or
officer; provided, however, that the foregoing provision shall not
eliminate or limit the liability of a director or officer (i) for acts
or omissions which involve intentional misconduct, fraud or a knowing
violation of law, or (ii) the payment of dividends in violation of
Section 78.300 of the Nevada Revised Statutes. Any repeal or
modification of this Article by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation
on the personal liability of a director or officer of the corporation
for acts or omissions prior to such repeal or modification.
Further, pursuant to the Companys Bylaws as referenced immediately above in
ARTICLE XII of the Companys Articles of Merger and Agreement of Merger, filed in
the Office of the Secretary of State of the State of Nevada on December 30,
1993, relating hereto and reading as follows, Section:
4.14 General Powers. The business and affairs of the corporation shall
be managed by the Board of Directors which may exercise all such powers
of the corporation and do all such lawful acts and things as are not by
statute or by the Articles of Incorporation or by these Bylaws directed
or required to be exercised or done by the shareholders. The directors
shall pass upon any and all bills or claims of officers for salaries or
other compensation and, if deemed advisable, shall contract with
officers, employees, directors, attorneys, accountants, and other
persons to render services to the corporation.
<PAGE>
The indemnification and releases provided by the foregoing sections shall not be
deemed exclusive of any other rights to which those seeking indemnification or
release may be entitled under the Articles of Incorporation, Merged or Restated
Articles of Incorporation, and/or any amendments thereto nor any agreement or
vote of stockholders or disinterested directors or otherwise, both as to actions
taken in official capacities and as to actions in other capacities while holding
such office(s), and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such person(s).
Item 7. Exemption from Registration Claimed
- -------------------------------------------
Not applicable
Item 8. Exhibit
- ---------------
The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.
Item 9. Undertakings
- --------------------
(a) The undersigned registrant hereby undertakes:
(1) 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, as amended (the Act);
(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 thereto) which,
individually or in the aggregate, represents a fundamental
change in the information set forth in the registration
statement;
(iii) To 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 paragraph (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission (SEC) the registrant
pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
<PAGE>
(2) That, for the purpose of determining any liability under the Act,
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 bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrants annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plans annual report
pursuant to section 15(d) of the Exchange Act) 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.
(c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described in Item 6, or otherwise, the registrant has
been advised that in the opinion of the SEC 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 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.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Act, 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 thereto to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Scottsdale, State of Arizona, on March 20, 1997.
AutoCorp Equities, Inc.
By:
--------------------------------
Stanley F. Wilson, President
Pursuant to the requirements of the Act, this registration statement has been
signed by the following persons in the capacities and on the dates indicated.
- ----------------------------------------------------------- ----------
Stanley F. Wilson, CEO, Secretary, Treasurer, Sole Director Date
<PAGE>
EXHIBITS AND INDEX
------------------
(Pursuant to Item 601, Exhibit Table, Exchange Act, Regulation S-K)
Exhibit Sequential Page
Numbers Number System
(5) Consent and Opinion of Steven D. Keist, P.C. 7029 North 55th
Drive, Glendale, Arizona 85311, regarding legality of securities
registered under this S-8 Registration Statement and references
to him in the Registration Statement on Form S-8. 9
(15) Letter from Stanley F. Wilson, President of Registrant, regarding
unaudited interim financial information. 10
(24) Consent of Crouch, Bierwolf & Chisholm, Certified Public
Accountants for the registrant for fiscal years ended June 30, 1994,
1995, and 1996. 11
(28) Change of name of registrant to AutoCorp Equities, Inc. 12
Steven D. Keist, P.C. Attorney-at-Law
- --------------------------------------------------------------------------------
7029 North 55th Drive/ Glendale, Arizona 85311 602-937-9799
Fax 602-435-9057
April 17, 1997
CONSENT AND OPINION OF COUNSEL
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549-1004
Gentlemen:
I am securities counsel to AutoCorp Equities, Inc., a Nevada corporation (the
Company). I have, in such capacity, examined and am familiar with the Articles
of Organization, amendments thereto, if any, and the By-laws of the Company, and
have examined the records of corporate proceedings. I have also examined and am
familiar with such other documents as I have considered necessary for rendering
my opinion hereinafter set forth.
Based upon the foregoing, I am of the opinion that the shares of Common Stock.
$.001 par value, of the Company reserved for issuance under the AutoCorp
Equities, Inc. 1997 Non-Statutory Stock Option Plan dated March 20, 1997, will,
when issued in accordance with the terms of such plan, be legally issued, fully
paid and nonassessable.
In addition, I hereby consent to the use of our name in the above opinion filed
with the Registration Statement on Form S-8.
Very truly yours,
/s/ Steven D. Keist
Steven D. Keist
AutoCorp Equities, Inc. (OTC:ACOR)
- --------------------------------------------------------------------------------
7373 Scottsdale Mall Suite 15 Telephone (602) 970-5308
Scottsdale, AZ 85251 Fax (602) 970-5310
April 17, 1997
TO WHOM IT MAY CONCERN:
This letter is to acknowledge that the Companys December 31, 1996 10QSB
incorporated herein by this reference is, as of the date of this letter, the
most recent unaudited compilation of the Companys financial statements by
management and contain no material changes from the audited financial statements
attached to and made a part of the June 30, 1996 10KSB.
Sincerely,
/s Stanley F. Wilson
---------------------
Stanley F. Wilson
President
Steven D. Keist
CROUCH, BIERWOLF, AND CHISHOLM
Certified Public Accountants
- --------------------------------------------------------------------------------
Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549-1004
Re: CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
- ---------------------------------------------
We consent to the use of our report dated November 10, 1996 on our audit of the
financial statements of AutoCorp Equities, Inc. (formerly Chariot Entertainment,
Inc.) as of June 30, 1994, 1995 and 1996 and to all references to our firm
included in and Securities and Exchange Commission filings submitted by AutoCorp
Equities, Inc. for the fiscal years ended July 31, 1994, 1995 and 1996 and
incorporate that opinion by reference in the Form S-8 Registration Statement of
AutoCorp Equities, Inc.
/s Crouch Bierwolf & Chisholm
- -----------------------------
Crouch, Bierwolf, and Chisholm
March 17, 1997
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
OCT 04 1996
C-11302-93
DEAN HELLER SECRETARY OF STATE
/S DEAN HELLER
--------------
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After issuance of stock)
CHARIOT ENTERTAINMENT, INC.
-----------------------------------------------------
(Name of Corporation)
We the undersigned Stanley F. Wilson and
---------------------------
President or Vice President
Stanley F. Wilson of Chariot Entertainment, Inc.
-------------------------------- ---------------------------
Secretary or Assistant Secretary Name of Corporation
do hereby certify:
That the Board of Directors of said corporation at a meeting duly
convened, held on the 30th day of September 1996, adopted a resolution to amend
the original articles as follows:
Article I is hereby amended to read as follows:
Name. The name of the corporation (hereinafter called (Corporation)
shall be AutoCorp Equities, Inc.
The number of shares of the corporation outstanding and entitled to vote
on an amendment to the Articles of Incorporation is 4,695,964 that the said
change(s) and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
/s Stanley F. Wilson
--------------------------------
President or Vice President
/s Stanley F. Wilson
--------------------------------
Secretary or Assistant Secretary
