<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE _____, 1996
REGISTRATION NO. 33-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-----------------------
KCD HOLDINGS INCORPORATED
(Exact name of Registrant as specified in its charter)
---------------
NEVADA 95-4029439
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2835 TOWNSGATE ROAD, SUITE 110
WESTLAKE VILLAGE, CALIFORNIA 91361
(Address of principal executive offices) (zip code)
---------------
1996 CONSULTANT'S STOCK PLAN
(Full titles of the plans)
---------------
WELLINGTON EWEN
PRESIDENT
KCD HOLDINGS INCORPORATED
2835 TOWNSGATE ROAD, SUITE 110, WESTLAKE VILLAGE, CALIFORNIA 91361
(805) 494-6687
(Name, address and telephone number, including area code, of agent for service)
---------------
This Registration Statement shall become effective upon its filing pursuant to
Rule 462, and sales of the registered securities will begin as soon as
reasonably practicable after such effective date.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Proposed maximum Proposed maximum
Amount to be offering price aggregate Amount of
Title of securities to be registered registered per share(1) offering price registration fee(2)
- ------------------------------------ ---------- ------------ -------------- --------------------
<S> <C> <C> <C> <C>
Common Stock 300,000 $ 0.05 $ 15,000 $ 100.00
(Issued Pursuant to the
1996 Consultant's Stock Plan)
================================================================================================================================
</TABLE>
(1) Calculated in accordance with Rule 457(h) of the Securities Act of
1933, as amended.
(2) Reflects the minimum $100.00 filing fee set forth in Section 6(b) of
the Securities Act of 1933, as amended.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
__________________________
* The information required by Part I to be contained in the Section
10(a) prospectus is omitted from the registration statement in
accordance with Rule 428 under the Securities Act of 1933 and the Note
to Part I of Form S-8.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
KCD Holdings Incorporated, a Nevada corporation (the
"Registrant"), hereby incorporates by reference into this Registration
Statement the following documents which were previously filed with the
Securities and Exchange Commission (the "Commission"):
(a) The Registrant's annual report on Form 10-KSB for the
fiscal year ended January 31, 1996 (Commission File No. 33-06827-LA);
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or Section 15(d) of the Securities and Exchange Act of 1934, as
amended (the "1934 Act"), since January 31, 1996 through the date hereof;
(c) The description of the Registrant's common stock
contained in the Registrant's Registration Statement No. 33-6827-LA on Form
S-18 which was declared effective by the Commission on August 7, 1987 under the
Securities Act of 1933, as amended (the "1933 Act"), in which there is
described the terms, rights and provisions applicable to the Registrant's
outstanding common stock; and
(d) Any similar report filed subsequent to the date hereof
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934
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, such reports being deemed to be incorporated by
reference herein and to be a part hereof from the date of filing such reports.
Item 4. Description of Securities
The description of the Registrant's common stock contained in
the Registrant's Registration Statement No. 33-6827-LA on Form S-18 which was
declared effective by the Commission on August 7, 1987 under the 1933 Act, in
which there is described the terms, rights and provisions applicable to the
Registrant's outstanding common stock is hereby incorporated herein in response
to this Item 4 by this reference.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Under Section 78.751 of the Nevada Business Corporation Act
(the "Nevada Act") the Registrant has broad powers to indemnify its directors
and officers against liabilities they may incur in such capacities, including
liabilities under the 1933 Act. The Registrant's Bylaws (the "Bylaws") provide
that the Registrant may indemnify its directors and officers to the full extent
and in the manner permitted by the laws of the state of Nevada.
The above discussion of the Registrant's Bylaws and of the
Nevada Act is not intended to be exhaustive and is respectively qualified in
its entirety by such Bylaws and statutes.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR
PERSONS CONTROLLING THE REGISTRANT PURSUANT TO THE FOREGOING PROVISIONS, THE
REGISTRANT HAS BEEN INFORMED 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.
3
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Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<S> <C>
4.1 Consulting Agreement and Stock Plan.
4.2 Articles of Incorporation, as amended.*
4.3 Bylaws.**
5 Opinion and consent of Manning, Marder & Wolfe.
23.1 Consent of Independent Accountants - Grant Thornton LLP
23.2 Consent of Independent Accountants - Horsfall, Murphy & Pindroh.
23.3 Consent of Manning, Marder & Wolfe is contained in Exhibit 5.
- --------------------------
</TABLE>
* Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (File No. 33-6827-LA) which was filed with the Commission on May
31, 1995
** Incorporated by reference to the Registrant's Registration Statement on
Form S-18 (File No. 33-6827-LA) which was declared effective by the
Commission on August 7, 1987.
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, (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 clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into the Registration Statement; (2) that for
the purpose of determining any liability under the Securities Act of 1933, as
amended, 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; and (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, as
amended, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the 1934 Act that is incorporated by reference into 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. Insofar as indemnification for liabilities arising the
Securities Act of 1933, as amended, may be permitted to directors, officers or
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933, as amended, 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
4
<PAGE> 5
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 Securities Act of 1933, as amended, and will be governed by
the final adjudication of such issue.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Westlake Village, State of California on June
27, 1996.
KCD HOLDINGS INCORPORATED
By: /s/ Wellington Ewen
-------------------
Wellington Ewen, President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Wellington Ewen President, Chief Financial Officer June 27, 1996
- -------------------- and Director (Principal Executive
Wellington Ewen and Accounting Officer)
/s/ Bonnie Richards Vice-President, Secretary June 27, 1996
- -------------------- and Director
Bonnie Richards
/s/ Gerald Epstein Director June 19, 1996
- -------------------
Gerald Epstein
/s/ Dr. Stephen Miller Director June 25, 1996
- -----------------------
Dr. Stephen Miller
/s/ Oleg Batratchenko Director June 20, 1996
- ----------------------
Oleg Batratchenko
</TABLE>
6
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<S> <C>
4.1 Consulting Agreement and Stock Plan.
4.2 Articles of Incorporation, as amended.*
4.3 Bylaws.**
5 Opinion and consent of Manning, Marder & Wolfe.
23.1 Consent of Independent Accountants - Grant Thornton LLP.
23.2 Consent of Independent Accountants - Horsfall, Murphy & Pindroh.
23.3 Consent of Manning, Marder & Wolfe is contained in Exhibit 5.
</TABLE>
__________________________
* Incorporated by reference to the Registrant's Registration Statement
on Form S-8 (File No. 33-6827-LA) which was filed with the Commission
on May 31, 1995
** Incorporated by reference to the Registrant's Registration Statement
on Form S-18 (File No. 33-6827-LA) which was declared effective by the
Commission on August 7, 1987 and a certified copy of the Registrant's
Articles of Incorporation as amended, dated October 10, 1994 and filed
with the Secretary of State of the State of Nevada on October 14,
1994.
<PAGE> 1
EXHIBIT 4.1
CONSULTING AGREEMENT AND STOCK PLAN
THIS CONSULTING AGREEMENT AND STOCK PLAN (this "Agreement") is entered
into as of February 15, 1995 by and between KCD Holdings Incorporated ("KCD"),
a Nevada corporation, whose principal place of business is located at 2835
Townsgate Road, Suite 110, Westlake Village, California 91361, and Hy Ochberg
("Consultant"), whose principal place of business is located at 4401 North
Ocean Boulevard, Boca Raton, Florida 33431 (individually, a "Party" and
collectively, the "Parties").
RECITALS
A. KCD is a public company whose Common Stock, $.001 par value,
is quoted on the OTC Bulletin Board. KCD currently has over 50 shareholders.
It is important to KCD for KCD to maintain good shareholder relations with its
shareholders, including providing to its shareholders a continuous flow of
company information.
B. Consultant is experienced in conducting shareholder relations
and providing a continuous flow of company information to shareholders of
public companies such as KCD.
C. KCD is desirous of engaging Mr. Ochberg as a consultant, and
Mr. Ochberg is desirous of acting as a consultant to KCD in the area of
shareholder relations with the specific objective of providing a continuous
flow of company information to KCD's shareholders.
AGREEMENT
NOW, THEREFORE, it is mutually agreed by and between the Parties as
follows:
1. Engagement. KCD hereby retains and engages Consultant to
perform such public relations services regarding the disclosure and
dissemination of KCD's financial condition, results of operations and other
material financial and related information of KCD as KCD may from time to time
reasonably request and as set forth more particularly in paragraph 2 below (the
"Consulting Services"), and Consultant agrees to perform the Consulting
Services subject to the terms and conditions of this Agreement.
2. Consulting Services. The consulting services contemplated by
this Agreement (the "Consulting Services") shall consist of:
a. Reviewing each of KCD's reports on Forms 10-KSB and
10-QSB that will be filed with the Securities and Exchange Commission and
remaining knowledgeable about the contents thereof;
<PAGE> 2
b. Preparing press releases regarding events by or
affecting KCD that may have a material financial impact on KCD, which press
releases must in all circumstances be approved by KCD;
c. Working with KCD management to prepare and mail out
periodic shareholder newsletters;
d. Conducting shareholder seminars;
e. Facilitating communication to shareholders of the
information contained in KCD's Forms 10-KSB and 10-QSB, press releases,
shareholder newsletters and shareholder seminars;
f. Responding to telephone inquiries from shareholders
regarding the information contained in KCD's Forms 10-KSB and 10-QSB, press
releases, shareholder newsletters and shareholder seminars and;
g. Performing such other public relations services as are
consistent with the overall objective of providing a continuous flow of company
information for the benefit of KCD's shareholders.
3. Scope of this Agreement. The raising of capital by Consultant
for KCD is outside the scope of this Agreement. Consultant shall not perform
for KCD any service related to the raising of capital, whether directly or
indirectly, including without limitation (a) securing additional marketmakers;
(b) obtaining exposure to institutional investors and other interested parties;
and (c) locating regional firm analysis to initiate coverage on KCD.
4. Consideration. In consideration of the performance by
Consultant of the Consulting Services, KCD will issue to Consultant 275,000
shares of KCD common stock (the "Shares") at a purchase price of $0.20 per
share, for a total consideration of $55,000. In the event that Consultant does
not completely perform the Consulting Services (for any reason including the
death or incapacity of Consultant), then for each month that Consultant does
not perform the Consulting Services, one twenty-fourth (1/24) of the Shares (as
adjusted for stock splits, reverse stock splits, stock dividends or
distributions or other reclassifications of KCD's common stock) shall be
returned to KCD and cancelled. Consultant agrees to purchase shares in the
open market, if necessary, to fulfill such obligation to return shares to KCD.
The shares will be issued as soon as practicable following execution
of this Agreement and the filing of a registration statement on Form S-8
covering the Shares.
5. Expenses. Consultant shall bear his out-of-pocket costs and
expenses incident to performing the Consulting Services, without a right of
reimbursement by KCD. KCD and Consultant shall from time to time as
appropriate discuss and agree on what costs and
<PAGE> 3
expenses KCD will bear in connection with the completion of certain of the
Consulting Services related to current shareholder matters, such as printing
and mailing newsletters to shareholders.
6. Term. The term of this Agreement is two years, commencing
February 15, 1995 and ending February 15, 1997 (the "Term"). This Agreement
may be terminated prior to the end of the Term upon the mutual agreement of the
Parties or in the event Consultant is in default (as defined below) in the
performance of the Consulting Services, which default is not cured within a
reasonable time following written notice thereof from KCD. A "default" occurs
when, in KCD's sole and exclusive judgment, Consultant is not satisfactorily
performing the Consulting Services.
7. Miscellaneous.
a. Entirety of Agreement. This Agreement sets forth the
entire understanding of the Parties with respect to the matters contemplated
hereby. Any and all previous agreements and understandings between or among the
Parties regarding the subject matter hereof, whether written or oral, are
superseded by this Agreement. This Agreement shall not be amended or modified
except by written instrument duly executed by each of the Parties.
b. Assignment and Binding Effect. This Agreement may not
be assigned without the prior written consent of the other Party.
c. Waiver. Any term or provision of this Agreement may
be waived at any time by the Party entitled to the benefit thereof by a written
instrument duly executed by such Party.
d. Notices. Any notice, request, demand, waiver, consent,
approval or other communication which is required or permitted hereunder shall
be in writing and shall be deemed given only if delivered personally or sent by
facsimile, or by registered or certified mail, postage prepaid, as follows:
If to KCD, to:
KCD Holdings Incorporated
2835 Townsgate Road, Suite 110
Westlake Village, California 91361
If to Consultant, to:
Mr. Hy Ochberg
4401 North Ocean Boulevard
Boca Raton, Florida 33431
3
<PAGE> 4
or to such other address as the addressee may have specified in a notice duly
given to the sender as provided herein. Such notice, request, demand, waiver,
consent, approval or other communications will be deemed to have been given as
of the date so delivered, telephoned or mailed.
e. Governing Law. This Agreement shall be governed by
and interpreted and enforced in accordance with the laws of the State of
California.
f. No Benefit to Others. The representations,
warranties, covenants and agreements contained in this Agreement are for the
sole benefit of the Parties hereto.
g. Severability. Any provision of this Agreement that
is invalid or unenforceable in any jurisdiction shall be ineffective to the
extent of such invalidity or unenforceability in such jurisdiction without
invalidating or rendering unenforceable the remaining provisions hereof, and
any such invalidity or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.
h. Attorneys' Fees. In the event of a dispute
concerning the matters contained in this Agreement, the prevailing party shall
be reimbursed all of its attorneys' fees and costs incurred.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the date first above written.
KCD Holdings Incorporated,
a Nevada corporation
By: ________________________________
Name: Clark M. Holcomb
Its: President
Consultant
________________________________
Hy Ochberg
4
<PAGE> 1
EXHIBIT 5
[MANNING, MARDER, & WOLFE LETTERHEAD]
June 27, 1996
KCD Holdings Incorporated
2835 Townsgate Road, Suite 110
Westlake Village, California 91361
RE: REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Ladies and Gentlemen:
We have acted as special counsel for KCD Holdings Incorporated (the
"Company") in connection with the preparation and filing of the Company's
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Registration Statement"), relating to 300,000 shares of the Company's
Common Stock, $0.002 par value (the "Common Stock"), issuable under the KCD
Holdings Incorporated 1996 Consultants' Stock Plan (the "Plan").
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Plan and of such other documents,
corporate records, certificates of public officials and other instruments
relating to the adoption and implementation of the Plan as we deemed necessary
or advisable for purposes of this opinion.
Based on the foregoing examination, we are of the opinion that the
shares of Common Stock issuable pursuant to the Plan are duly authorized and,
when issued in accordance with the Plan, will be validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to all references therein to our firm.
Very truly yours,
/s/ Manning, Marder, & Wolfe
----------------------------
MANNING, MARDER & WOLFE
<PAGE> 1
EXHIBIT 23.1
We have issued our report dated May 10, 1996, accompanying the consolidated
financial statements of KCD Holdings Incorporated and subsidiary appearing in
the fiscal 1996 Annual Report of the Company to its shareholders included in the
Annual Report on Form 10-KSB for the year ended January 31, 1996, which are
incorporated by reference in this Registration Statement on Form S-8. We
consent to the incorporation by reference in the Registration Statement on Form
S-8 of the aforementioned report.
/s/ GRANT THORNTON LLP
Los Angeles, California
June 27, 1996
<PAGE> 1
EXHIBIT 23.2
[HORSFALL, MURPHY & PINDROH LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
KCD Holdings Incorporated:
We consent to the incorporation by reference in this registration statement of
KCD Holdings Incorporated on Form S-8 of our audit report dated May 13, 1995
appearing in the fiscal 1996 Annual Report on Form 10-KSB relating to the
consolidated balance sheet of KCD Holdings Incorporated and subsidiary (the
Company) as of January 31, 1995 and the related consolidated statements of
operations, changes in stockholders' deficit and cash flows for the year then
ended.
/s/ HORSFALL, MURPHY & PINDROH
- ------------------------------
Pasadena, California
June 27,1996
