As filed with the Securities and Exchange Commission on October 8, 1997,
Registration No. 33-3560D.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CONECTISYS CORP.
(Exact name of registrant as specified in its charter)
Colorado 84-1017107
(State or other
jurisdiction of Incorporation (I.R.S. Employer Identification
or organization) Number)
Conectisys Corp.
7260 Spigno Place
Agua Dulce, CA 91350
(Address of principal executive offices)
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Consulting/Compensation Plan
(Full title of the plan)
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Quinn & Associates, LLP
11400 W. Olympic Blvd.
Second Floor
Los Angeles, CA 90064-1544
(310) 914-0161
(Name and address of agent for service)
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(310) 914-0161
(telephone number, including area code,
of agent for service)
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Page 1 of 9 pages contained in the sequential numbering
system. The Exhibit order may be found on page 7.
PAGE 1
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COPIES TO:
Quinn & Associates, LLP
11400 W. Olympic Blvd. 2nd Fl.
Los Angeles, CA 90064-1544
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Securities be Maximum Maximum Registrati
to be Registered Offering Aggregate on Fee
Registered (1) (2) Price Per Offering
Share (3) Price(3)
Common Stock 1,000,000 $ 0.18 $ 180,000 $ 54.54
(1) Pursuant to rule 416, the number of shares being
registered shall be adjusted to include any additional
Common Stock that may become issuable as a result of stock
splits, stock dividends, or similar transactions in
accordance with anti-dilution provisions of stock options,
and anti-dilution adjustments to the amount of Common Stock
issuable pursuant to stock options exercised thereafter.
(2) Represents 1,000,000 to be issued pursuant to the
informal consulting/compensation plan of Registrant and
includes re-offers of such shares.
(3) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) and (h), based upon
the average of the bid and asked price of the Common Stock
on October 7, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS
Item 1. Plan Information
Omitted as permitted.
Item 2. Registrant Information and Employee
Not applicable
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents files with the Securities and
Exchange Commission (the "Commission"), by Conectisys
Corporation (the "Company"), are incorporated herein by
reference:
(a) The Company's Form 10-KSB for the fiscal year
ended November 30, 1996.
(b) All other reports to be filed by the Company
pursuant to Section 13 (a) or 15 (d), of the Securities
Exchange Act of 1934, as amended since the end of the
Company's fiscal year ended November 30, 1996.
All reports or other documents necessary subsequently
filed by the Company pursuant to Section 13 (a), 13 (c), 14,
or 15 (d), of the Securities Exchange Act, prior to the
filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a
part hereof from the respective dates of filing of such
reports or documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable
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Item 6. Indemnification of Directors and Officers
Not applicable
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
5 Opinion and consent of Quinn & Associates, LLP.
23.1 Consent of Quinn & Associates, LLP (Included in Exhibit 5)
23.2 Consent of BDO Seidman, LLP
24 Power of Attorney (see page 6 of this Registration Statement)
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 "Securities Act"):
(ii) to reflect in the prospectus any facts
or events arising after the effective date of
this 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), shall not apply to information required to be included
in a post-effective amendment by those paragraphs which are
contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15 (d) of the Exchange Act
that are incorporated by reference in this registration
statement.
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2. That, for the purpose of determining any
liability under the Securities Act, each such post-
effective amendment shall be deemed to b 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, each filing of the Exchange Act, each
filing of the registrant's annual report pursuant to
Section 13 (a) or Section 15 (d) of the Exchange Act
that is incorporated by reference in this 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) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to Directors,
Officers, and controlling persons of the registrant
pursuant to the provisions of Item 6 of this
registration statement, or otherwise, the registrant
has been advised that in the opinion of the Commission
of indemnification is against public policy as
expressed in the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Amendment No. 1 to
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Agua
Dulce, California, on October 6, 1997.
Conectisys Corporation
By: /s/ Robert A. Spigno
Robert A. Spigno
President
We the undersigned, directors and officers of Conectisys
Corp., do hereby constitute and appoint Robert Spigno and
Richard Dowler, either or all of them, acting individually,
as our true and lawful attorneys or agents to do any and all
acts and things in our name and on behalf, in our capacities
indicated below which said attorneys or agents, or any one
to them, may deem necessary or advisable to enable said
corporation to comply with the Securities and Exchange
Commission, in connection with this Registration Statement,
or amendment thereto, including specifically, but without
limitation, power and authority to sign for us or an of us
in our names and in our capacities indicated below, either
and all amendments (including post-effective amendments)
hereof and we do hereby ratify and confirm all that the said
attorneys or agents, or any of them, shall do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement or amendment thereto
has been signed below by the following persons in the
capacities and on the dates indicated.
/s/ Robert A. Spigno Chairman of the Board, October 6,1997
Robert A. Spigno President and
Director (Principal Executive
Officer)
/s/ Richard Dowler Vice-President Finance October 6,1997
Richard Dowler (Chief Financial Officer) and
Director
/s/ Karl Elliott Director October 6,1997
Karl Elliott
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INDEX TO EXHIBITS
EXHIBIT PAGE
5 Opinion and Consent of Quinn & Associates, LLP 8
23.1 Consent of Quinn & Associates, LLP (included in Exhibit 5) 8
23.2 Consent of BDO Seidman, LLP 9
24 Power of Attorney 6
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Conectisys Corp. 6 October, 1997
7260 Spigno Place
Agua Dulce, CA 91350
Re: Conectisys Corp.
Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the Registration Statement
on Form S-8, together with exhibits thereto, to be filed by
you, relating to the registration of 1,000,000 shares of
Common stock, no par value per share (the "Common Stock"),
issuable in connection with the Conectisys Corp., a Colorado
corporation (the "Company") Consulting/Compensation plan.
We are familiar with the proceedings taken and to be taken
by the Company in connection with the issuance of shares of
Common Stock, under the Plan and the authorization of such
issuance thereunder, and have examined such documents and
such question of law and fact, as we have deem necessary, in
order to express the opinion hereinafter stated.
Based on the foregoing, it is our opinion that the shares of
Common Stock of the Company to be issued pursuant to such
plan, have been duly authorized, and that such Common Stock,
when issued in accordance with the terms of the plan, will
be legally and valid issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the above referenced Registration Statement.
Very truly yours,
Quinn & Associates, LLP
/s/ Kevin J. Quinn
__________________________
Kevin J. Quinn
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
CONECTISYS CORPORATION
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of Conectisys Corporation
of our report dated February 15, 1997, relating to the
consolidated financial statements of Conectisys Corp. and
subsidiaries at November 1996 and for the year ended, which
report appears in the Annual Report on Form 10-KSB/A of
Conectisys Corp. for its year ended November 30, 1996.
/s/ BDO Seidman
__________________________
BDO Seidman, LLP
Los Angeles, California
October 6, 1997
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