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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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MSU CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
Florida 22-274288
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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Elder House, 526-528 Eldergate
Central Milton Keynes, MK9 1LR, England
011-44-1908-232100
(Address of Principal Executive Offices)
Consulting Agreements of Forte Communications
(Full title of the plan)
Employee Bonus Stock Option Agreements
(Full title of the plan)
Keith Peirson
MSU CORPORATION
Elder House, 526-528 Eldergate
Central Milton Keynes, MK9 1LR, England
(Name and address of agent for service)
011-44-1908-232100
(Telephone number, including area code, of agent for service)
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Copies to:
Gerald A. Adler, Esq.
Bondy & Schloss LLP
6 East 43rd Street, 25th Floor
New York, New York 10017
Phone: (212) 661-3535
Fax: (212)972-1677
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If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities being offered only in connection with Dividend or
Interest Reinvestment Plans, check the following line: X
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CALCULATION OF REGISTRATION FEE
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Title of Each Amount to be Proposed Maximum Proposed Registration Fee
Class of Registered Offering Price Maximum
Securities to Per Share Aggregate
be Registered Offering Price
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<S> <C> <C> <C> <C>
Common Stock, par 55,000(1) $2.50 $137,500
value $0.01 per
share
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Common Stock, par 65,000(2) $2.50 $162,500
value $0.01 per
share
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TOTAL 120,000 $2.50 $300,000 $88.50
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(1) Represents 55,000 shares to be issued to Forte Communications as
compensation for services rendered pursuant to consulting agreements.
(2) Represents 65,000 shares issuable upon exercise of options granted to
certain employees of the Registrant.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by MSU Corporation (the "Registrant"), a
Florida Corporation on February 16, 1999, the following shall constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act
of 1933, as amended:
This Registration Statement covers 120,000 shares of the Company's
common stock, par value $.01 per share ("Common Stock").
Item 1. Plan Information
(a) General Plan Information
The Registrant and Forte Communications ("Forte") entered into
consulting agreements (the "Forte Plan") the nature and purpose of which were
to compensate Forte Communications for public relations advice and services to
the Registrant.
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The Registrant and certain employees have entered into agreements
relating to the issuance of employee bonus stock options pursuant to which, said
employees were granted options to purchase an aggregate of 65,000 shares of the
Company's common stock, par value $0.01 per share at the exercise price of $0.75
per share. The options were granted on November 12, 1998 and expire on December
31, 2002 (the "Employee Bonus Plan").
The Forte Plan and the Employee Bonus Plan are sometimes
hereinafter collectively referred to as the "Plans" and Forte and the
participants in the Employee Bonus Plan are collectively referred to as the
"Participants".
The Plans are not subject to any of the provisions of the
Employee Retirement Income Security Act of 1974.
The name, address and telephone number of the Registrant are as
set forth on the facing page of this Registration Statement. Additional
information about the Plans may be obtained from the Registrant by the
participant.
(b) Securities to be Offered
(1) Shares of Common Stock
(c) Employees Who May Participate in the Plan
Employees who have entered agreements with the Registrant are the
only eligible employees in the Employee Bonus Plan. Forte
Communications, a consultant or advisor (an "employee" defined by
General Instruction A.1(a) of Form S-8) to the Registrant is the
only eligible participant in the the Forte Plan.
(d) Purchase of Securities Pursuant to the Plans and Payment for
Securities Offered.
(1)&(2) Forte will be issued shares of common stock for advisory
services rendered and in settlement of all claims of Forte against the
Registrant. The Participants in the Employee Bonus Plan will be issued shares of
Common Stock upon the exercise of the bonus stock options.
(3) Contributions by the Participants are not applicable
(4) No contribution by the Registrant other than the issuance of
shares is applicable
(5) Reports to the Participants as to the amount and status of
their respective accounts under the Plans will not be made
(6) The shares issuable pursuant to the Plans will be newly
issued shares of the Registrant.
(e) There are no resale restrictions on the securities offered.
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(f) The Plans are not qualified under Section 401(a) of the Internal
Revenue Code and the Participants will recognize ordinary income at the time of
the issuance of their respective shares measured by the fair market value of the
Registrant's Common Stock which is acquired by the Participants.
(g) Investment of Funds
Not Applicable
(h) Withdrawal from Plans; Assignment of Contract
(1) Withdrawal from Plans - Not Applicable
(2) The Participants interest in the Plans may not be assigned.
(i) Forfeiture and Penalties
There are no provisions for forfeiture or penalties under the
Plans.
(j) Charges and Deductions and Liens Therefore
There are no charges and deductions that may be made against the
Participant's interest in the Plans.
Item 2. Registrant Information and Employee Plan Annual Information.
Registrant shall provide to the Participants, without charge,
upon written or oral request, the documents incorporated by reference in Item 3
of Part II of this Registration Statement. The Registrant shall also provide to
the Participant, without charge, upon written or oral request, all of the
documents required to be delivered to the Participants pursuant to Rule 428(b).
Any and all such requests shall be directed to the Registrant at the address set
forth on the cover page hereof. Its telephone number is 011 44 1908 232100.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended June
30, 1998; and
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(b) All other reports and forms filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the date hereof.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities registered
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 date of the filing of such documents. Any statement contained herein or
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the shareholders. Holders of Common
Stock do not have any cumulative voting rights for the election of directors.
Holders of Common Stock are entitled to receive ratably such dividends, if any,
as may be prescribed by the Board of Directors from time to time out of funds
legally available for that purpose. Upon any liquidation, dissolution or winding
up of the Company, whether voluntary or involuntary, holders of Common Stock are
entitled to receive pro rata all assets of the Company available for
distribution to its shareholders after payment or provision for payment of debts
and other liabilities of the Company. The shares of Common Stock are neither
redeemable nor convertible. All of the outstanding shares of Common Stock are
fully paid and non-assessable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Gerald A. Adler, a partner in Bondy & Schloss LLP, owns 10,500 shares of
Common Stock of the Registrant and Warrants to purchase 4,000 shares of Common
Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Florida Business Corporation Act (the "FCBA"), in general, allows
corporations to indemnify their directors and officers against expenses actual
and reasonable in connection with a proceeding, if the person acted in good
faith and in a manner the person reasonably believed to be in, or not opposed
to, the best interests of the corporation. In the case of a criminal action or
proceeding, the director or officer must have had no reasonable cause to believe
that the person's conduct was unlawful. The FBCA also provides that
indemnification is not exclusive, and a corporation may make any other or
further indemnification under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, however no indemnification may be made, if
a judgment or other final adjudication establishes such director or officers'
actions or omissions to act, were material to the cause of action so adjudicated
and constitute: (a) a
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violation of the criminal law, unless the director or officer had reasonable
cause to believe his/her conduct was lawful or had no reasonable cause to
believe his/her conduct was unlawful; (b) a transaction from which the director
or officer derived an improper personal benefit; (c) in the case of a director,
a director held liable for an unlawful distribution, as defined by the FBCA; or
(d) willful misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of shareholder.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
3.1 Articles of Incorporation (Contained in exhibits to the Registration
Statement on Form S-18, File No. 33-07861-A, declared effective by the
Securities and Exchange Commission on November 6, 1986).
3.2 Amendment to Articles of Incorporation (Contained in exhibits to the
Registration Statement on Form S-18, File No. 33-07861-A, declared
effective by the Securities and Exchange Commission on November 6,
1986).
3.3 Bylaws (Contained in exhibits to the Registration Statement on Form
S-18, File No. 33-07861-A, declared effective by the Securities and
Exchange Commission on November 6, 1986).
5.1 * Opinion of Bondy & Schloss LLP as to the legality of the securities
being offered.
23.1 * Consent of Moore Stephens Lovelace, P.A.
23.2 * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
24 * Powers of Attorney (included on p. II-4 of this Registration
Statement).
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* Filed herewith.
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 to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material changes to such
information in the Registration Statement; (2) That, for the purpose of
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determining any liability under the Securities Act, 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
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, 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 such 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 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 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Central Milton Keyes, England on the ___ day of February 1999.
MSU CORPORATION
By: /s/ Keith Peirson
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Keith Peirson
President
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Keith Peirson and Richard Horby Phillips, and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) of and supplements to this Registration Statement and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, to all intents and purposes and as fully as they might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 16th day of February, 1999.
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SIGNATURE TITLE
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/s/ Wynford P. Holloway Chairman of the Board, Director
- ----------------------------- and Chief Executive Officer
Wynford P. Holloway
/s/ Keith Peirson President and Director
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Keith Peirson
/s/ William Derek Snowdon Secretary and Director
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William Derek Snowdon
/s/ Richard Horby Phillips Chief Financial and Accounting Officer
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Richard Horby Phillips
/s/ Jeremy Miles Simpson Director
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Jeremy Miles Simpson
Director
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Fred Kashkooli
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II-4
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EXHIBIT INDEX
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Exhibit
No.
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3.1 Articles of Incorporation (Contained in exhibits to the Registration
Statement on Form S-18, File No. 33-07861-A, declared effective by the
Securities and Exchange Commission on November 6, 1986).
3.2 Amendment to Articles of Incorporation (Contained in exhibits to the
Registration Statement on Form S-18, File No. 33-07861-A, declared
effective by the Securities and Exchange Commission on November 6,
1986).
3.3 Bylaws (Contained in exhibits to the Registration Statement on Form
S-18, File No. 33-07861-A, declared effective by the Securities and
Exchange Commission on November 6, 1986).
5.1 * Opinion of Bondy & Schloss LLP as to the legality of the securities being offered.
23.1 * Consent of Moore Stephens Lovelace, P.A.
23.2 * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
24 * Powers of Attorney (included on p. II-4 of this Registration Statement).
</TABLE>
* Filed herewith.
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Exhibit 5.1
[BONDY & SCHLOSS LLP LETTERHEAD LOGO]
February 16, 1999
MSU Corporation
Elder House
526-528 Eldergate
Central Milton Keynes, MK9 1LR
United Kingdom
Ladies and Gentlemen:
We have acted as counsel to MSU Corporation, a Florida
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 (the "Registration Statement") being filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
registration of an aggregate 120,000 shares (the "Shares") of Common Stock,
$0.01 par value per share, issuable to Forte Communications and certain
employees of the Company, pursuant to agreements with the Company (the
"Agreements").
In connection with the foregoing, we have examined originals or
copies, satisfactory to us, of all such corporate records and of all such
agreements, certificates and other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with the original
documents of all documents submitted to us as copies. As to any facts material
to such opinion, we have, to the extent that relevant facts were not
independently established by us, relied on certificates of public officials and
certificates of officers or other representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion
that, when issued and paid for in accordance with the Agreements, the Shares
will be validly issued, fully paid and, non-assessable.
We are members of the bar of the State of New York and are not
licensed or admitted to practice law in any other jurisdiction. Accordingly, we
express no opinion with respect to the laws of any jurisdiction other than the
State of New York and the federal laws of the United States.
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MSU Corporation
February 16, 1999
Page 2
We hereby consent to the use of our opinion as herein set forth
as an exhibit to the Registration Statement. In giving such consent, we do not
thereby concede that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations thereunder.
Very truly yours,
Bondy and Schloss
GAA/ttt
Enclosures
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated September 11, 1998, except for Note 12, as
to which the date is December 15, 1998, on our audit of the consolidated
financial statements of MSU Corporation and Subsidiaries as of June 30, 1998
and 1997 and for the three years in the period ended June 30, 1998, included
in the Company's Annual Report on Form 10-K for the year ended June 30, 1998.
Moore Stephens Lovelace, P.A.
Certified Public Accountants
Orlando, Florida
February 16, 1999
