As filed with the Securities and Exchange Commission on November 12, 1996
Registration No. 33-
________________________________________________________________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CONECTISYS CORP.
(Exact name of registrant as specified in charter)
Colorado 84-1017107
(State or other jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
7260 Spigno Place, Agua Dulce, CA 91350
(Address of Principal Executive Offices) (Zip Code)
Investment Banking Agreement
(Name of the Plan)
Robert A. Spigno
7260 Spigno Place
Agua Dulce, CA 91350
(Name and address of agent for service)
(805) 268-0305
(Telephone number, including area code, of agent for service)
COPIES TO:
Noel E. Guardi, Esq.
8119 West Eastman Place
Suite 6-104
Lakewood, Colorado 80227
(303) 969-8886
Exhibit Index on page 5 Commission page 1 of 15
<PAGE> 2
CALCULATION OF REGISTRATION FEE
=====================================================================
Propose Proposed
maximum offering maximum aggregate
Title of securities Amount to be price per unit offering Amount of
to be registered registered (1) price (1) registration fee
______________________________________________________________________________
Common Stock, 1,000,000 shares $2.50 $2,500,000 $757.76
no par value,
under Investment
Banking Agreement
==============================================================================
(1) Calculated based on Rule 457(h)
<PAGE> 3
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 and are not required to be filed with
this registration statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal
year ended November 30, 1995, filed pursuant to Section 15(d) of
the Securities Exchange Act of 1934, as amended.
(b) Registrant's quarterly reports on Form 10-Q and Form 10-
QSB, as amended, for the fiscal quarters ended February 28, 1996,
May 31, 1996 and August 31, 1996, and registrant's reports on
Form 8-K, filed by the registrant on or about November 1, 1995,
February 15, 1996, and June 26, 1996, filed by the registrant
pursuant to Section 15(d) of the Securities Exchange Act of 1934,
as amended.
All documents filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after the date of this registration statement and prior to the
filing of a post-effective amendment to this registration
statement which indicates that all securities offered hereunder
have been sold, or which deregisters all securities then
remaining unsold under this registration statement, 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.
The authorized capital stock of the registrant is
300,000,000 shares consisting of 250,000,000 shares of Common
Stock, no par value (the "Common Stock"), and 50,000,000 shares
of Preferred Stock, $1.00 par value (the "Preferred Stock").
Common Stock
Holders of Common Stock are entitled to receive such
dividends as may be declared by the Board of Directors out of
funds legally available therefor after the requirements with
respect to preferential dividends on the Preferred Stock, if any,
have been met and after the registrant shall have complied with
all the requirements, if any, with respect to setting aside of
sums as sinking funds or redemption or purchase accounts, if any,
and subject to any other conditions relating to the Preferred
Stock. The registrant has not paid any dividends on its Common
Stock and does not anticipate paying dividends for the
foreseeable future. In the event of liquidation, holders of
Common Stock are entitled to a proportionate share in any
distribution of the registrant's assets after the payment of
liabilities and after
<PAGE> 4
distribution in full of preferentialamounts, if any, to be distributed to
holders of the Preferred Stock. Holders of Common Stock do not have
preemptive rights.Each share of Common Stock is entitled to one vote, and
cumulative voting is not permitted in the election of directors.
Effective October 14, 1994, the registrant effected a one for 250
reverse split of its Common Stock.
Preferred Stock
Shares of Preferred Stock may be divided into such series as
may be established, from time to time, by the Board of Directors.
The Board of Directors, from time to time, may fix and determine
the designation and number of shares of any series and the
relative rights and preferences of the shares of any series so
established, except that no series may have preemptive rights.
The Board of Directors is also authorized, within the limits and
restrictions stated in any resolution or resolutions of the Board
of Directors originally fixing the number of shares constituting
any such series, to increase or decrease (but not below the
number of shares of any such series then outstanding) the number
of shares of any such series subsequent to the issue of shares of
that series.
The registrant has 1,000,000 authorized shares of Class A
Preferred Stock having 100 votes per share. There are 16,345
shares of Class A Preferred Stock issued and outstanding. The
registrant has 1,000,000 authorized shares of Class B Preferred
Stock each of which would be convertible into 10 shares of Common
Stock. There are no shares of Class B Preferred Stock issued
and outstanding.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article VI of the Registrant's Articles of Incorporation
provides that the Registrant shall indemnify a director or
officer to the full extent permitted by the Colorado Corporation
Act as in effect at the time of the conduct by such person. As
presently in effect, the general effect of the Colorado
Corporation Act permits a corporation to indemnify any director
against any judgment in connection with any proceeding, after a
determination by the Registrant, if the director or officer acted
in good faith and if the director or officer believed his conduct
was in the best interests of the Registrant, except in derivative
actions: (1) where the director or officer shall be adjudged
liable to the Registrant in the performance of such director's or
officer's duty to the Registrant, unless, and only to the extent,
the court shall determine otherwise; (2) of amounts paid in
settling or otherwise disposing of a pending action without court
approval; or, (3) of expenses incurred in defending a pending
action which is settled or otherwise disposed of without court
approval. The Registrant
<PAGE> 5
may advance expenses incurred by a director or officer in any
proceeding if he undertakes to repay the advance if it is determined
ultimately that the director or officer is not entitled to be
indemnified. The Registrant shall indemnify a director or officer
against expenses in defense of any proceeding to the extent in which
the director or officer was successful on the merits in defense.
A director or officer may apply to the court or any court of competent
jurisdiction for an order of indemnification. If a corporation
indemnifies or advances expenses to a director or officer then the corporation
shall give written notice to the shareholders prior to the next
annual shareholder's meeting.
Item 7. Exemption from Registration Claimed.
The offer and sale of restricted securities pursuant to the
Investment Banking Agreement are made in reliance on the
exemption from registration under the Securities Act of 1933 set
forth in section 4(2) for transactions not involving any public
offering. The offer and sale has been made to one buyer which
the registrant has reasonable grounds to believe is acquiring the
shares for investment and which has such knowledge and experience
in financial and business matters to be able to evaluate the
merits and risks of the securities, and has been provided and has
access to all of the registrant's reports filed with the
Commission and other relevant information. To date 130,800
shares of the registrant's Common Stock, no par value, have been
sold pursuant to the Investment Banking Agreement. All the
shares issued bear, and those to be issued will bear, an
appropriate restrictive legend to prevent resales in violation of
the Securities Act of 1933. Appropriate stop transfer
instructions have been issued to the registrant's transfer agent.
Item 8. Exhibits.
Exhibit Consecutive
Number Exhibit page number
3.1 Articles of Incorporation, as amended (1) N/A
3.2 Bylaws (1) N/A
4.0 Investment Banking Agreement, dated
February 21, 1996, between the Registrant
and Chalet Capital Corporation
5.0 Opinion of Noel Guardi, Esq.
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Noel Guardi, Esq. (2) N/A
(1) Incorporated by reference to the registrant's annual report
on Form 10-K for the fiscal year ended November 30, 1995.
(2) Included in Exhibit 5.0
<PAGE> 6
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
1. To file, during the period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof), which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; and,
(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 paragraphs (a) (1) (i) and (a) (1) (ii)
do not apply if the Registration Statement is on Form S-3, Form S-
8 or Form F-3, 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 Commission by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
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 Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee pursuant
to the plan's annual report pursuant to section 15(d) for the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
<PAGE> 7
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is 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 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> 8
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, whereunto duly authorized, in
Agua Dulce, California on November 12, 1996.
Conectisys Corp.
By /s/ Robert A. Spigno
Robert A. Spigno, President
Pursuant to the requirements of the Securities Act of 1933,
the registration statement has been signed by the following
persons in the capacities and on the dates indicated:
/s/ Robert A. Spigno
Robert A. Spigno, Chief Executive Officer
and Director
Dated: November 12, 1996
/s/ Richard Dowler
Richard Dowler, Chief Financial Officer,
Principal Accounting Officer and Director
Dated: November 12, 1996
/s/ Patricia A. Spigno
Patricia A. Spigno, Director
Dated: November 12, 1996
EXHIBIT 4.0
INVESTMENT BANKING AGREEMENT
This Investment Banking Agreement entered into this 21st day
of February, 1996, by and between Chalet Capital Corp., a
Colorado corporation ("CCC") and Conectisys Corp., a Colorado
corporation ("Conectisys").
RECITALS:
Whereas, CCC is a consultant engaged in investment banking
and capital raising: and
Whereas, Conectisys is a public company with two
subsidiaries, Primelink and Technilink, engaged in the production
of wireless communication and control devices; and
Whereas, Conectisys has recently acquired orders to
manufacture its products and needs capital and investment banking
services to complete this contract and pursue others; and
Whereas, CCC has the ability to assist Conectisys with
completing this contract and helping it raise additional capital
and operating funds; and
Whereas, Conectisys desirous of engaging the services of CCC
as an advisor and consultant regarding investment banking and CCC
is desirous of accepting its engagement as advisor and consultant
regarding investment banking; and
Whereas, the parties hereto are desirous of memorializing
the terms and conditions of their agreement.
Now, therefore, in consideration of mutual promises and covenants
herein contained, the receipt and sufficiency of which is hereby
acknowledged, CCC and Conectisys hereby agree as follows:
1. Investment Banking Services. Conectisys hereby agrees to
engage the investment banking services of CCC and CCC hereby
accepts the responsibility of that engagement, and agrees to
provide investment banking services to Conectisys upon the terms
and conditions hereinafter set forth.
2. Term. The term of the consulting engagement shall be for
a period of twenty four months commencing as of the 1st day of
March, 1996, and ending on the 28th day of February, 1998. Said
term may be renewed for additional periods as the parties may
subsequently agree in writing.
3. Scope of Consulting Services. Subject to the limitations
hereinafter set forth, CCC shall when requested by Conectisys,
provide investment banking services to Conectisys regarding
investment banking, the public securities market, investor
relations and other areas of investment banking as requested,
from time to time, by the authorized officers of Conectisys. Said
investment banking services shall be provided to Conectisys by
CCC at such times, and upon such occasions, as mutually agreed
between Conectisys and CCC.
4. Possible Merger Candidates. CCC shall also present to
Conectisys potential merger candidates for Conectisys' review as
such become known to CCC. In addition to the consideration to be
paid under paragraph 5 herein, CCC shall be entitled to
additional compensation for any merger candidates that it
presents to Conectisys and Conectisys effects a merger,
acquisition or other combination with as a result of CCC's
efforts. The fee to be paid shall be mutually agreed by the
parties before the CCC introduces the possible candidate to
Conectisys.
5. Consideration. In consideration of the investment banking
services rendered by CCC, pursuant to this Agreement, Conectisys
shall pay the following as compensation:
<PAGE>2
a. Conectisys shall grant an option to purchase a total of
1,000,000 shares of Conectisys common stock for period of twenty
four months at the price of $2.50 per share. Said shares, when
issued, shall be restricted stock. Said shares will have
piggyback registration rights and Conectisys will use its best
efforts to register said shares for resale in the event of that
Conectisys files a registration statement or becomes eligible to
register said stock pursuant to an exemption from registration or
the availability of a safe harbor. Conectisys agrees to register
the stock issued to CCC at its sole cost and expense including
preparing and filing any blue sky filings that may be required.
b. As part of this Agreement, CCC agrees to exercise its
option to purchase 100,000 shares of the original option as
follows:
1. CCC shall pay the sum of $100,000 within twenty four
hours of the execution of this Agreement through wire transfer as
directed in Schedule A, attached hereto and incorporated herein
by this reference.
2. CCC shall pay an additional $150,000 with thirty (30)
days of the execution of this Agreement.
3. Upon receipt of a total of $250,000 from CCC,
Conectisys will issue 100,000 shares of its restricted stock to
CCC. Thereafter, CCC will have the option of exercising during
the life of the option.
6. Obligations of Conectisys. Conectisys agrees to use the
monies paid for pursuant to paragraph 5(b)1 and 2 to accomplish
the following:
a. Complete its financial statements and pay for an audit so
that Conectisys may file its reports with the SEC.
b. Prepare and file a Form 10 or other applicable filings to
make Conectisys a reporting company under the Securities Exchange
Act of 1934, as amended.
c. Prepare and file an application for listing on NASDAQ
small capital markets as practicable.
d. Fill current 1,000 unit contract with SkyTel through its
subsidiary Primelink.
7. Termination. Either party hereto may terminate this contract
upon thirty days' written notice to the other party. CCC shall
retain its option to purchase any shares remaining under the
original option grant.
8. General Provisions.
a. Severability. In the event that any provision of this
Investment Banking Agreement shall be determined to be illegal or
otherwise not enforceable, such provisions shall be severed or
modified to the extent necessary to make it enforceable and as so
severed or modified, the remainder of this Investment Banking
Agreement shall remain in full force and effect as provided
herein.
b. Governing Law. This Agreement shall be interpreted and
enforced according to the laws of the State of Colorado.
<PAGE> 3
c. Entire Agreement. This Agreement contains the entire
Agreement of the parties and may not be changed orally, but only
by written agreement signed by the party against whom enforcement
of any change, modification, extension or discharge is sought.
CCC, by and through its authorized officer, and Conectisys,
by and through its authorized officer, have hereto set their
hands and seals on this 21st day of February, 1996.
CHALET CAPITAL CORP.
By:_________/s/__________________
Moses Luna, President
CONECTISYS CORP.
By:___________/s/__________________
Robert A. Spigno, President
Exhibit 5.0
Noel E. Guardi, Attorney
8119 West Eastman Place
Suite 6-104
Lakewood, Colorado 80227
Tel: 303-969-8886
Fax: 303-969-8887
Email: [email protected]
Conectisys Corp.
7260 Spigno Place
Agua Dulce, California 91350
To the Board of Directors:
I have been engaged as counsel for Conectisys Corp., a
Colorado corporation (the "Company") in connection with a
proposed offering under the Securities Act of 1933, as
amended (the "Act") of one million (1,000,000) shares of its
Common Stock, no par value (the "Shares"), to Chalet Capital
Corporation, a Colorado corporation ("Chalet"), pursuant to
that certain Investment Banking Agreement between the
Company and Chalet dated February 21, 1996 (the "Agreement")
and a registration statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange
Commission (the "Commission").
In connection with rendering the opinion as set forth
below, I have reviewed and examined the following:
1. the Articles of Incorporation of the Company, as
amended;
2. the Bylaws of the Company;
3. Consent to Action in Lieu of Meeting of the
Directors of the Company dated November 8, 1996;
4. the Agreement;
5. the opinion letter to the Company of Fay M.
Matsukage, dated November 7, 1996 that the Company may
register the securities issuable to Chalet pursuant to a
registration statement on Form S-8;
6. The Registration Statement and exhibits thereto as
filed with the Commission on or about this date; and,such
other documents and legal authorities as I deemed necessary
for purposes of rendering this opinion.
<PAGE>2
Conectisys Corp.
November 8, 1996
Page 2
In my examination, I have assumed the genuineness of
all signatures, the legal capacity of all persons, the
authenticity of all documents submitted as originals, the
conformity with the original documents of all documents
submitted to me as photocopies or facsimile copies, and the
authenticity of the originals of such copies. I have
further assumed that Chalet will have completed the required
consulting service and/or provided consideration required
under the terms of the Agreement acceptable to the Board of
Directors and that any Shares to be issued pursuant to the
subject agreement will have been registered in accordance
with the Act prior to the issuance of such Shares or exempt
from registration.
Based upon the foregoing and in reliance thereon, it is
my opinion that, subject to the limitations set forth
herein, the Shares, when issued, will be duly and validly
authorized, legally issued, fully paid and non assessable
shares of the Company's Common Stock, no par value. This
opinion is expressly limited in scope to the Shares and does
not cover subsequent issuances of shares pursuant to the
subject Agreement, if any, pertaining to services to be
performed in the future (such transactions are required to
be included in either new registration statements or a post-
effective amendments to the registration statement including
updated opinions concerning the validity of issuance of such
shares).
This opinion is limited to Colorado law. I express no
opinion with respect to the laws of any other jurisdiction.
I consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. This opinion
is not be used, circulated, quoted or otherwise referred, in
whole or in part, to for any other purpose without my prior
express written consent. This opinion is based upon my
knowledge of the law and facts as of the date hereof. I
assume no duty to communicate with you with respect to any
matters which come to my attention hereafter.
Very truly yours,
/s/ Noel E. Guardi
Noel E.Guardi,Esq.
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Conectisys Corp.
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of Conectisys Corp. of our
report dated June 17, 1996, relating to the consolidated
financial statements of Conectisys Corp. and subsidiaries at
November 30, 1995 and for the year then ended, which report
appears in the Annual Report on Form 10-K of Conectisys Corp. for
its year ended November 30, 1995.
/s/ BDO Seidman, LLP
___________________________
BDO Seidman, LLP
Los Angeles, California
November 8, 1996
