<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 26, 1997
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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SEQUESTER HOLDINGS, INCORPORATED
(Exact name of Registrant as specified in its charter)
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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)
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1997 CONSULTANT'S STOCK PLAN
(Full titles of the plans)
--------------
WELLINGTON EWEN
PRESIDENT
SEQUESTER 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 Proposed
maximum maximum
Amount of 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
(Issued Pursuant to the
1997 Consultant's Stock Plan) 1,000,000 $0.002 $2,000 $100.00
======================================================================================================================
</TABLE>
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(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
Sequester 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, 1997 (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, 1997 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
<PAGE> 4
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit Number Exhibit
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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
23.2 Consent of Manning, Marder & Wolfe is contained in Exhibit 5.
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-3 (File No. 33-6827-LA) which was filed with the Commission on
January 24, 1997
** 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 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.
4
<PAGE> 5
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 August
20, 1997.
SEQUESTER 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 August 20, 1997
- ----------------------------- and Director (Principal Executive
Wellington Ewen and Accounting Officer)
/s/ Bonnie Richards Vice-President, Secretary August 20, 1997
- ----------------------------- and Director
Bonnie Richards
/s/ Stephen Miller, M.D. Director August 20, 1997
- -----------------------------
Stephen Miller, M.D.
</TABLE>
5
<PAGE> 6
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
SEQUESTER HOLDINGS, INCORPORATED
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Page
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<S> <C>
4.1 Consulting Agreement and Stock Plan. 8
4.2 Articles of Incorporation, as amended.* 11
4.3 Bylaws.** 12
5 Opinion and Consent of Manning, Marder & Wolfe. 13
23.1 Consent of Independent Accountants - Grant Thornton LLP. 14
23.2 Consent of Manning, Marder & Wolfe is contained as Exhibit 5. 15
</TABLE>
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-3 (File No. 33-6827-LA) which was filed with the Commission on
January 24, 1997
** 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
<PAGE> 1
Exhibit 4.1
Consulting Agreement and Stock Plan
THIS CONSULTING AGREEMENT AND STOCK PLAN (this "Agreement") is entered
into as of August 1, 1997 by and between Sequester Holdings, Incorporated
("Sequester"), 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. Sequester is a public company whose Common Stock, $.002 par value,
is quoted on the OTC Bulletin Board. Sequester currently has over 600
shareholders. It is important to Sequester for Sequester 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 Sequester.
C. Sequester has previously utilized Consultant for the foregoing
services and is desirous of continuing its use of Consultant's services in the
area of shareholder relations with the specific objective of providing a
continuous flow of company information to Sequester's shareholders.
AGREEMENT
NOW, THEREFORE, it is mutually agreed by and between the Parties as
follows:
1. Engagement. Sequester hereby retains and engages Consultant to
perform such public relations services regarding the disclosure and
dissemination of Sequester's financial condition, results of operations and
other material financial and related information of Sequester as Sequester 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 Sequester'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;
b. Preparing press releases regarding events by or affecting
Sequester that may have a material financial impact on Sequester, which press
releases must in all circumstances be approved by Sequester;
c. Working with Sequester management to prepare and mail out
periodic shareholder newsletters;
d. Conducting shareholder seminars;
e. Facilitating communication to shareholders of the
information contained in Sequester'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 Sequester's Forms 10-KSB and 10-QSB,
press releases, shareholder newsletters and shareholder seminars and;
<PAGE> 2
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 Sequester's shareholders.
3. Scope of this Agreement. The raising of capital by Consultant for
Sequester is outside the scope of this Agreement. Consultant shall not perform
for Sequester 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 Sequester.
4. Consideration. In consideration of the performance by Consultant of
the Consulting Services, Sequester will issue to Consultant 1,000,000 shares of
Sequester common stock (the "Shares") at a purchase price of $0.002 per share,
for a total consideration of $2,000. 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 thirty-sixth (1/36) of the Shares (as
adjusted for stock splits, reverse stock splits, stock dividends or
distributions or other reclassifications of Sequester's common stock) shall be
returned to Sequester and cancelled. Consultant agrees to purchase shares in the
open market, if necessary, to fulfill such obligation to return shares to
Sequester.
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 Sequester. Sequester and Consultant shall from time to time as appropriate
discuss and agree on what costs and expenses Sequester 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 three years, commencing August
1, 1997 and ending August 1, 2000 (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 Sequester. A "default" occurs when, in
Sequester'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:
<PAGE> 3
If to Sequester, to:
Sequester 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
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.
Sequester Holdings, Incorporated,
a Nevada corporation
By: /s/ Wellington Ewen
-----------------------------------
Name: Wellington Ewen
Its: President
Consultant
/s/ Hy Ochberg
-----------------------------------
Hy Ochberg
<PAGE> 1
Exhibit 5
Opinion and Consent of Manning, Marder & Wolfe
MANNING, MARDER & WOLFE
707 Wilshire Boulevard, 45th Floor
Los Angeles, California 90017
August 20, 1997
Sequester 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 1,000,000 shares of the Company's
Common Stock, $0.002 par value (the "Common Stock"), issuable under the KCD
Holdings Incorporated 1997 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
Consent of Independent Accountants - Grant Thornton LLP
We have issued our report dated April 18, 1997, accompanying the consolidated
financial statements of SeQuester Holdings Incorporated and subsidiary appearing
in the fiscal 1997 Annual Report of the Company to its shareholders included in
the Annual Report on Form 10-KSB for the year ended January 31, 1997, which is
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
August 20, 1997
