As filed with the Securities and Exchange Commission on April 1, 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
UNIVERSAL CAPITAL CORPORATION
(Exact name of Registrant as specified in its charter)
COLORADO 84-1018684
(State or other jurisdiction of (I.R.S. Employer Identifi-
incorporation or organization) cation Number)
16178 EAST PRENTICE PLACE
AURORA, COLORADO 80015
(Address of principal executive offices, including Zip Code)
CONSULTING AGREEMENT SHARES
(Full title of the plan)
TIMOTHY J. BRASEL, PRESIDENT
16178 EAST PRENTICE PLACE
AURORA, COLORADO 80015
(303) 690-6787
(Name, address and telephone number, including area code, of agent for
service)
Copy to:
Jon D. Sawyer, Esq.
Jon D. Sawyer, P.C.
1401 Seventeenth Street, Suite 460
Denver, Colorado 80202
(303) 295-2355
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE FEE
<S> <C> <C> <C> <C>
Common Stock, 110,000 $3.00<FN1> $330,000 $100.00
No Par Value Shares
Total $100.00
<FN>
<FN1> Based on the average of the closing bid and ask prices of the
Registrant's Common Stock as reported on the OTC Bulletin Board on
April 30, 1996.
</FN>
</TABLE>
PROSPECTUS
UNIVERSAL CAPITAL CORPORATION
35,000 Shares of Common Stock
(No Par Value)
All of the shares of the Universal Capital Corporation (the "Company")
Common Stock are being registered on behalf of a security holder ("Selling
Shareholder"), who will offer for sale 35,000 shares of the Company's Common
Stock. The Company will not receive any proceeds from the sale of such shares
by the Selling Shareholder. The Selling Shareholder will not be restricted in
the price or prices at which he may sell his shares. (See "Selling Share-
holder.")
This offering is not being underwritten. The shares will be offered and
sold by the Selling Shareholder from time to time at prices to be determined
at the time of such sales.
It is anticipated that sales of the 35,000 shares of Common Stock being
offered hereby when made, will be made through customary brokerage channels
either through broker-dealers acting as agents or brokers for the Selling
Shareholder, or through broker-dealers acting as principals who may then
resell the shares in the over-the-counter market or otherwise, or at private
sales in the over-the-counter market or otherwise, at negotiated prices
related to prevailing market prices at the time of the sales, or by a
combination of such methods of offering. Thus, the period of distribution of
such shares may occur over an extended period of time. The Selling
Shareholder will pay or assume brokerage commissions or discounts incurred in
the sale of its shares.
The Company is paying all of the expenses of registering the Common
Stock under the Securities Act of 1933, as amended, estimated to be $2,000 for
filing, printing, legal, accounting and miscellaneous expenses in connection
with the offering.
The Company's Common Stock is traded in the over-the-counter market. On
April 30, 1996, the closing bid quotation for the Company's Common Stock as
reported on the OTC Bulletin Board was $2.00.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. (SEE "RISK FACTORS.")
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.
The date of this Prospectus is May 1, 1996.
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus in connection with the offer
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 or the Selling Stockholders. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create an
implication that there has been no change in the affairs of the Company since
the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, DC. 20549; and at
the public reference facilities maintained by the Commission at 7 World Trade
Center, New York, New York 10048; Room 1204, 9 Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies can be
obtained from the Commission at prescribed rates by writing to the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for its fiscal year ended
February 28, 1995; Quarterly Report on Form 10-Q for the quarter ended May 31,
1995; Quarterly Report on Form 10-Q for the quarter ended August 31, 1995,;
Quarterly Report on Form 10-Q for the quarter ended November 30, 1995; and the
description of the Company's Common Stock contained in its Registration
Statement on Form 8-A, all of which have been previously filed with the
Commission, are incorporated in this Prospectus by reference. All documents
filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date hereof and prior to the termination of the
offering made hereby are also incorporated by reference herein. Any statement
contained in a document incorporated by reference herein is modified or
superseded for all purposes to the extent that a statement contained in this
Prospectus or in any other subsequently filed document which is incorporated
by reference modifies or replaces such statement. The Company will provide
without charge to each person, including any beneficial owner, to whom a copy
of this Prospectus is delivered, upon the written or oral request of such
person, a copy of all documents incorporated herein by reference (not
including the exhibits to such documents, unless such exhibits are
specifically incorporated by reference to such documents). Requests or such
copies should be directed to: Timothy J. Brasel, Universal Capital
Corporation, 16178 East Prentice Place, Aurora, Colorado 80015; telephone
(303) 690-6787.
TABLE OF CONTENTS
PAGE
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . 3
Prospectus Summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Selling Shareholder . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
PROSPECTUS SUMMARY
THE COMPANY
Universal Capital Corporation (the "Company") is a development stage
enterprise formed under the laws of the State of Colorado on March 5, 1986, to
evaluate, structure and complete a merger with, or acquisition of, prospects
consisting of private companies, partnerships or sole proprietorships. The
Company may seek to acquire a controlling interest in such entities in
contemplation of later completing an acquisition. The Company is not limited
to any operation or geographic area in seeking out opportunities. Management
has not identified any particular business or industry within which the
Company will seek an acquisition or merger. The Company has not conducted,
nor have others made available to it, market research supporting the viability
of the Company's proposed operations.
The Company sold 10,000,000 shares of no par value common stock ("Common
Stock") at $.02 per Share, for net proceeds of $185,180 in a public offering
which closed on March 10, 1987.
Since the Company does not have any cash, it must locate a potential
acquisition or merger candidate that is only interested in the liquidity of a
public company.
On June 12, 1995, the Company effected a 1 for 100 reverse split of the
Company's outstanding Common Stock. All numbers of shares stated herein give
retroactive effect to the reverse split.
The Company's offices are located at 16178 East Prentice Place, Aurora,
Colorado 80015, and its telephone number is (303) 690-6787.
THE OFFERING
Securities Offered 35,000 Shares of Common Stock, no par value per
share.
Offering Price All or part of the Shares offered hereby may be
sold from time to time in amounts and on terms
to be determined by the Selling Shareholder at
the time of sale.
OTC Bulletin Board UVSN
Symbol
RISK FACTORS
These securities involve a high degree of risk. Prospective purchasers
should consider carefully, among other factors set forth in the Prospectus,
the following:
1. ACCUMULATED DEFICIT AND REPORT OF INDEPENDENT AUDITORS. As of
November 30, 1995, the Company had an accumulated deficit since inception of
approximately $(97,397). In addition, the Company had only $266 in current
assets and $47,825 in current liabilities. This could be insufficient to
allow management to complete a proper analysis of any particular acquisition
or merger candidate.
2. SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES. The Company
is and will continue to be an insignificant participant in the business of
seeking business opportunities. A large number of established and well-
financed entities, including venture capital firms, have recently increased
their merger and acquisition activities, especially among companies active in
high technology fields. Nearly all such entities have significantly greater
financial resources, technical expertise and managerial capabilities than the
Company and, consequently, the Company will be at a competitive disadvantage
in identifying suitable merger or acquisition candidates and successfully
concluding a proposed merger or acquisition. Also, the Company will be
competing with a large number of other small public shells.
3. LACK OF MARKET RESEARCH OR IDENTIFICATION OF ACQUISITION OR MERGER
CANDIDATE. The Company has neither conducted nor have others made available
to it results of market research concerning the availability of potential
business opportunities. Therefore, management has no assurances that market
demand exists for an acquisition or merger as contemplated by the Company.
Management has not identified any particular industry or specific business
within an industry for evaluation by the Company. There is no assurance the
Company will be able to acquire a business opportunity on terms favorable to
the Company.
4. COMPANY MAY SEEK BUSINESS OPPORTUNITY WITH START-UP COMPANIES OR
ESTABLISHED BUSINESSES EXPERIENCING FINANCIAL AND/OR OPERATING DIFFICULTIES.
The Company may seek a business opportunity in the form of firms which have
recently commenced operations, are developing companies in need of additional
funds for expansion into new products or markets, are seeking to develop a new
product or service, or are established businesses which may be experiencing
financial or operating difficulties and are in need of additional capital.
5. PUBLIC MARKET FOR COMPANY'S COMMON STOCK. Although there presently
exists a very limited market for the Company's Common Stock, there can be no
assurance that such a market can be sustained. The investment community could
show little or no interest in the Company in the future. As a result,
purchasers of the Company's securities may have difficulty in selling such
securities should they desire to do so.
6. DIVIDENDS. No cash dividend has been paid on the Common Stock since
inception and none is contemplated at any time in the foreseeable future.
During May 1995, the Company contributed $250,000 to a newly formed
subsidiary. On May 18, 1995, the Company declared a dividend of this
subsidiary to all stockholders of record on May 22, 1995. This dividend is
subject to the subsidiary successfully completing a registration statement
with the Securities and Exchange Commission. If the registration is not
completed, the subsidiary will be liquidated and the funds will be distributed
to shareholders of record on May 22, 1995. Only the shareholders of record
comprising the 200,000 shares, prior to the issuance of the 1,800,000 shares
in May 1995 will receive the distribution.
7. SHARES ELIGIBLE FOR FUTURE SALE. Of the shares of the Company's
Common Stock outstanding, approximately 1,850,000 are "restricted securities"
and under certain circumstances may in the future be sold in compliance with
Rule 144 adopted under the Securities Act of 1933, as amended. Future sales
of those shares under Rule 144 could depress the market price of the Common
Stock in any market which may exist.
SELLING SHAREHOLDER
The shares of Common Stock being offered by this Prospectus were issued
to Joe Peirce, a Consultant to the Company, pursuant to a Consulting Agreement
with the Company.
All 35,000 shares of the Company's Common Stock being offered hereby are
to be offered by Joe Peirce. Mr. Peirce presently owns 282,500 shares of
Common Stock. Mr. Peirce beneficially owns less than 2% of the Company's
outstanding Common Stock.
PLAN OF DISTRIBUTION
The Selling Shareholder is not restricted as to the price or prices at
which he may sell its shares and sales of such shares at less than the market
price may depress the market price of the Company's Common Stock. Further,
the Selling Shareholder is not restricted as to the number of shares which may
be sold at any one time. It is anticipated that the sale of the Common Stock
being offered hereby will be made through customary brokerage channels either
through broker-dealers acting as agents or brokers for the seller, or through
broker-dealers acting as principals, who may then resell the shares in the
over-the-counter market, or at private sale in the over-the-counter market or
otherwise, at negotiated prices related to prevailing market prices at the
time of the sales, or by a combination of such methods. Thus, the period for
sale of such shares by the Selling Shareholder may occur over an extended
period of time.
There are no contractual arrangements between the Selling Shareholder
and the Company with regard to the sale of the shares and no professional
underwriter in its capacity as such will be acting for the Selling
Shareholder.
EXPERTS
The financial statements for the fiscal year ended February 28, 1995,
incorporated in this Prospectus by reference from the Company's Annual Report
on Form 10-KSB have been examined by Miller and McCollom (as of February 28,
1995), independent public accountants, and Wright & Seibert, P.C. (as of
February 28, 1994), independent certified public accountants, as stated in
their reports which are incorporated by reference herein, and have been so
incorporated in reliance upon such opinions given authority of these firms as
experts in accounting and auditing.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by Universal Capital
Corporation (the "Company") with the Securities and Exchange Commission under
the Securities Exchange Act of 1934 (the "Exchange Act") are hereby
incorporated herein by reference:
(1) The Company's Annual Report on Form 10-KSB for the fiscal year
ended February 29, 1995.
(2) The Company's Quarterly Report on Form 10-QSB for the fiscal
quarter ended May 31, 1995.
(3) The Company's Quarterly Report on Form 10-QSB for the fiscal
quarter ended August 31, 1995.
(4) The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended November 30, 1995.
(5) The description of the Common Stock as contained in the Company's
Registration Statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act (SEC File No. 0-26136).
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The only statute, charter provision, bylaw, contract, or other arrange-
ment under which any controlling person, Director or Officer of the Company is
insured or indemnified in any manner against any liability which he may incur
in his capacity as such, is as follows:
(a) The Company has the power under the Colorado Business Corporation
Act to indemnify any person who was or is a party or is threatened to be made
a party to any action, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a Director,
Officer, employee, fiduciary, or agent of the Company or was serving at its
request in a similar capacity for another entity, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection therewith if he acted in good faith
and in a manner he reasonably believed to be in the best interest of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In case of an action
brought by or in the right of the Company such persons are similarly entitled
to indemnification if they acted in good faith and in a manner reasonably
believed to be in the best interests of the Company but no indemnification
shall be made if such person was adjudged to be liable to the Company for
negligence or misconduct in the performance of his duty to the Company unless
and to the extent the court in which such action or suit was brought
determines upon application that despite the adjudication of liability, in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnification. In such event, indemnification is limited to
reasonable expenses. Such indemnification is not deemed exclusive of any
other rights to which those indemnified may be entitled under the Articles of
Incorporation, Bylaws, agreement, vote of shareholders or disinterested
directors, or otherwise.
(b) The Articles of Incorporation and Bylaws of the Company generally
allow indemnification of Officers and Directors to the fullest extent allowed
by law.
ITEM 7. EXEMPTION FROM REGISTRATION.
The 35,000 shares of the Registrant's Common Stock to be resold by Joe
Peirce were issued to him in a private transaction which was exempt from
registration under Section 4(2) of the Securities Act of 1933, as amended.
Mr. Peirce, a sophisticated investor, had access to complete information
concerning the Registrant, and the transfer of the shares was appropriately
restricted by the Registrant.
ITEM 8. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement:
EXHIBIT
NUMBER TITLE
4 Articles of Incorporation and Bylaws, as amended (incorporated
by reference to Registrant's Form S-18 Registration Statement
No. 33-7678-D)
5 Opinion of Jon D. Sawyer, P.C., as to the legality of
the securities being registered
23.1 Consent of Jon D. Sawyer, P.C. (contained in its opinion filed
as Exhibit 5)
23.2 Consent of Miller and McCollom, Certified Public Accountants
23.3 Consent of Wright & Seibert, P.C., Certified Public Accountants
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;
(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;
(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 subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 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 15(d) of 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.
(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 Item 6, 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
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.
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 Aurora, State of Colorado on the 1st day of
May, 1996.
UNIVERSAL CAPITAL CORPORATION
By/s/ Timothy J. Brasel
Timothy J. Brasel, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the capaci-
ties and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Timothy J. Brasel President (Chief Executive May 1, 1996
Timothy J. Brasel Officer), Secretary and
Treasurer (Principal Account-
ing and Financial Officer)
JON D. SAWYER, P.C.
1401 17th Street, Suite 460
Denver, Colorado 80202
(303) 295-2355 FAX (303) 295-2370
May 1, 1996
Universal Capital Corporation
16178 East Prentice Place
Aurora, Colorado 800215
Re: SEC Registration Statement on Form S-8
Gentlemen:
We are counsel for Universal Capital Corporation, a Colorado corporation
(the "Company") in connection with its registration under the Securities Act
of 1933, as amended (the "Act"), of 110,000 shares of common stock of which
35,000 shares of common stock have been issued and an additional 75,000 shares
of common stock may be issued in the future pursuant to the terms of a
Consulting Agreement and a related option through a Registration Statement on
Form S-8 to which this opinion is a part, to be filed with the Securities and
Exchange Commission (the "Commission").
In connection with rendering our opinion as set forth below, we have
reviewed and examined originals or copies identified to our satisfaction of
the following:
(1) Certificate of Incorporation of the Company as filed with the
Secretary of State of the State of Colorado, as amended.
(2) Minute book containing the written deliberations and resolutions of
the Board of Directors and Shareholders of the Company.
(3) The Registration Statement.
(4) The exhibits to the Registration Statement to be filed with the
Commission.
We have examined such other documents and records, instruments and
certificates of public officials, officers and representatives of the Company,
and have made such other investigations as we have deemed necessary or
appropriate under the circumstances.
Based upon the foregoing and in reliance thereon, it is our opinion that
the 80,000 shares of the Company's no par value common stock which may be
issued in the future pursuant to the Consulting Agreement will, upon the
issuance and delivery in accordance with the terms of such Consulting
Agreement and option, be duly and validly authorized, legally issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
referenced Registration Statement on Form S-8.
Very truly yours,
JON D. SAWYER, P.C.
By: /s/ Jon D. Sawyer
Jon D. Sawyer
MILLER AND MCCOLLOM
Certified Public Accountants
3900 East Mexico Avenue, Suite 504
Denver, Colorado 80210-3943
(303) 759-9373 FAX (303) 758-8052
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement of Universal Capital Corporation on Form S-8 of our report dated May
23, 1995, appearing in the Annual Report on Form 10-KSB of Universal Capital
Corporation for fiscal year ended February 28, 1995, and to the use of our
name as it appears under the caption "Experts".
MILLER AND MCCOLLOM
/s/ Miller & McCollom
Denver, Colorado
April 30, 1996
WRIGHT & SEIBERT, P.C.
12687 West Cedar Drive, Suite 330
Lakewood, Colorado 80228
(303) 989-5601
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement of Universal Capital Corporation on Form S-8 of our report dated May
20, 1994, appearing in the Annual Report on Form 10-KSB of Universal Capital
Corporation for fiscal year ended February 28, 1995.
WRIGHT & SEIBERT, P.C.
/s/ Wright & Seibert, P.C.
Lakewood, Colorado
April 30, 1996
