Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
Registration Statement
Under
The Securities Act of 1933
AM-PAC INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Nevada 16-1260971
- ---------------------------- ---------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
258 East Altamont Drive, Suite 2000, Altamont Springs, FL 32701
- --------------------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Stock Issuance Pursuant to
Legal Services Agreement
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(Full title of the plan)
Copy to:
Thomas Tedrow Hank Vanderkam
Am-Pac International, Inc. Vanderkam & Sanders
258 East Altamont Drive 440 Louisiana
Suite 2000 Suite 475
Altamont Springs, FL 32701 Houston, Texas 77002
(407) 767-1660 (713) 547-8900
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(Name, address and telephone
number of agent for service)
Approximate date of proposed sales pursuant to the plan: From time to time
after the effective date of this Registration Statement.
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price per aggregate offering registration
to be registered registered share (1) price fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value 75,000 $ 3.50 $ 262,500 $ 100.00
==========================================================================================================
</TABLE>
(1) Calculated in accordance with Rule 457(c) solely for the purpose of
determining the registration fee. The offering price is based on the
average bid and asked price as reported on the Nasdaq Electronic Bulletin
Board on November 5, 1997.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Information required by Item 1 is included in documents sent or given to
participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Information required by Item 2 is included in documents sent or given to
participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated by reference into this Registration
Statement and are made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in Item 3(a) above, including, but not limited to,
the Company's quarterly reports on Form 10-QSB for the fiscal quarters
ended March 31, 1997 and June 30, 1997.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Common Stock
General. The Company is authorized to issue 149,000,000 shares of Common
Stock, $.001 par value per share.
The holders of the Common Stock are entitled to receive dividends when, as
and if declared by the Board of Directors, out of funds legally available
therefor. In the event of liquidation, dissolution or winding up of the Company,
the holders of the Common Stock are entitled to share ratably in all assets
remaining available for distribution to them after payment of liabilities and
after provision has been made for each class of stock, if any, having preference
over the Common Stock. The holders of the Common Stock as such have no
conversion, preemptive or other subscription rights and there are no redemption
provisions applicable to the Common Stock.
Voting Rights. The holders of the Common Stock are entitled to one vote for
each share held of record on all matters to be voted on by stockholders. There
is no cumulative voting with respect to the election of directors, with the
results that the holders of shares having more than fifty percent (50%) of the
votes for the election of directors can elect all of the directors.
Dividend Policy. To date, the Company has not paid any dividends on its
Common Stock. The payment of dividends, if any, in the future is within the
discretion of the Board of Directors and will depend upon the Company's
earnings, its capital requirements and financial condition and other relevant
factors. The Board does not intend to declare any dividends in the foreseeable
future, but instead intends to retain all earnings, if any, for use in the
Company's business operations.
Preferred Stock
The Company is authorized to issue 100,000 shares of Preferred Stock with a
par value of $.001 per share. The Company's Board of Directors is authorized to
divide the Preferred Stock into series and with respect to each series to
determine the dividend rights, dividend rates, conversion rights, voting rights
(which may be greater or lesser than the voting rights of the Common Stock),
redemption rights and terms, liquidation preferences, sinking fund rights and
terms, the number of shares constituting the series and the designation of each
series.
There are no shares of Preferred Stock presently outstanding and the
Company has no current plan to issue any shares of Preferred Stock.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The securities being registered hereby are being issued to Vanderkam &
Sanders in payment for legal services previously rendered by Vanderkam & Sanders
and to be rendered in the future, excluding any services which have been, or may
in the future be, rendered relating to capital raising efforts of the Company.
Vanderkam & Sanders has rendered an opinion in connection with the shares being
registered hereunder.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation, as amended, eliminate the personal
liability of directors to the Company or its stockholders for monetary damages
for breach of fiduciary duty to the extent permitted by Nevada law. The
Company's Bylaws provide that the Company shall indemnify its officers and
directors to the extent permitted by the Nevada Revised Statutes. The Nevada
Revised Statutes authorize a corporation to indemnify directors, officers,
employees or agents of the corporation in non-derivative suits if such party
acted in good faith and in a manner he reasonably believed to be in or not
opposed to 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, as determined in accordance with Nevada law. Nevada law further
provides that indemnification shall be provided if the party in question is
successful on the merits or otherwise.
The provisions affecting personal liability do not abrogate a director's
fiduciary duty to the Company and its shareholders, but eliminate personal
liability for monetary damages for breach of that duty. The provisions do not,
however, eliminate or limit the liability of a director for failing to act in
good faith, for engaging in intentional misconduct or knowingly violating a law,
for authorizing the illegal payment of a dividend or repurchase of stock, for
obtaining an improper personal benefit, for breaching a director's duty of
loyalty, which is generally described as the duty not to engage in any
transaction which involves a conflict between the interest of the Company and
those of the director, or for violations of the federal securities laws.
The provisions regarding indemnification provide, in essence, that the
Company will indemnify its directors against expenses (including attorneys
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding arising out of the
director's status as a director of the Company, including actions brought by or
on behalf of the Company (shareholder derivative actions). The provisions do not
require a showing of good faith. Moreover, they do not provide indemnification
for liability arising out of willful misconduct, fraud, or dishonesty, for
"short-swing" profits violations under the federal securities laws, or for the
receipt of illegal remuneration. The provisions also do not provide
indemnification for any liability to the extent such liability is covered by
insurance.
The provisions also limit or indemnify against liability resulting from
grossly negligent decisions including grossly negligent business decisions
relating to attempts to change control of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Agreement dated September 8, 1997 with Vanderkam & Sanders
5.1 Opinion and consent of Vanderkam & Sanders re: the legality of the
shares being registered
23.1 Consent of Vanderkam & Sanders (included in Exhibit 5.1)
23.2 Consent of H.J. Swart & Company, P.A.
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ITEM 9. UNDERTAKINGS
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers or sells 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 change to such information in the
registration statement.
(2) That, for the purpose of determining liability under the
Securities Act of 1933, each post-effective amendment shall be
treated as a new registration statement of the securities
offered, and the offering of the securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end 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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 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 the foregoing provisions, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Altamont Springs, State of Florida on the 7th day of
November, 1997.
AM-PAC INTERNATIONAL, INC.
By: /s/ Thomas Tedrow
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THOMAS TEDROW, President
Each of the undersigned officers and directors of Am-Pac International,
Inc. hereby constitutes and appoints Thomas L. Tedrow and Michael J. Martella,
and each of them singly, as 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) 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 and to prepare any and all exhibits thereto,
and other documents in connection therewith, and to make any applicable state
securities law or blue sky filings, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done to enable Am-Pac
International, Inc. to comply with the provisions of the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signatures Title Date
/s/ Thomas L. Tedrow President, Chief Executive Officer November 7, 1997
- --------------------------- and Chairman of the Board of
THOMAS L. TEDROW Directors (Principal Executive
Officer)
- --------------------------- Vice President, Treasurer and November 7, 1997
/s/ Michael J. Martella Director (Principal Financial
MICHAEL J. MARTELLA and Accounting Officer)
- --------------------------- Director November , 1997
SHARRON C. MARTIN
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AGREEMENT
AGREEMENT, entered into as of the 8th day of September, 1997, by and
between AM-PAC INTERNATIONAL, INC. ("Am-Pac"), a Nevada corporation and
VANDERKAM & SANDERS ("V&S").
WITNESSETH:
WHEREAS, Am-Pac is engaged in the ownership, operation and franchising of
restaurants and has pursued, and continues to pursue, various acquisitions to
expand and complement its existing business;
WHEREAS, V&S has rendered, and will render, valuable legal services (the
"Services") to Am-Pac in connection with various corporate matters,
acquisitions, securities matters and other matters; and
WHEREAS, in order to compensate V&S for the Services, and as inducement for
providing the Services, Am- Pac and V&S desire to evidence Am-Pac's agreement to
pay cash or issue shares of common stock in payment of certain fees to V&S as
described herein.
NOW, THEREFORE, for and in consideration of the foregoing and for the
mutual covenants and consideration described herein, the parties hereto agree as
follows:
1. Services. V&S has provided, and will continue to provide, legal services
to Am-Pac in connection with corporate and general matters on an as needed
basis.
2. Fees. As consideration for the Services rendered by V&S to Am-Pac to
date (other than services relating to capital raising transactions) and for
Services to be rendered for the balance of the term of this Agreement, Am-Pac
hereby agrees to (a) pay all amounts owed to V&S in cash, or (b) issue to V&S
75,000 shares of common stock (the "Shares"), on or before November 1, 1997. In
the event Am-Pac elects to pay for the Services by issuing Shares, Am-Pac shall
use its best efforts to cause the Shares to be registered with the SEC pursuant
to registration on Form S-8 or such other form as may be appropriate in order to
permit V&S to realize the cash value of the Shares as expeditiously as is
reasonably possible. The issuance of the Shares shall constitute payment in full
of all amounts due to V&S for Services rendered to Am-Pac through the date
hereof (in the amount of $141,191), other than amounts attributable to Services
relating to capital raising transactions (in the amount of $4,550) which amounts
shall remain due and payable, and for the balance of the term of this Agreement.
3. Term. The term of this Agreement shall commence on date set forth above
and shall expire December 31, 1997 unless the parties hereto elect to extend
such term.
4. Representations of Am-Pac. Am-Pac represents to V&S that:
<PAGE>
(a) Am-Pac is duly authorized to enter into this Agreement and to carry out
the terms set out herein and that execution of this Agreement and carrying out
of the terms hereof will not breach any provision of the articles of
incorporation or bylaws of Am-Pac or any contracts to which Am-Pac is a party.
(b) The execution of this Agreement will create a valid and binding
obligation on the part of Am-Pac enforceable in accordance with the terms
hereof, except as may be limited by bankruptcy, insolvency, moratorium or
similar laws.
5. Representations of V&S. V&S represents to Am-Pac that V&S is authorized
to enter into this Agreement and to carry out the terms set out herein and that
execution of this Agreement and carrying out of the terms hereof will not breach
any contracts or other obligations to which V&S is a party.
6. Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, personal
representatives, successors and assigns.
7. Assignment and Amendment. The rights and obligations hereunder may not
be assigned and this Agreement may not be amended without the prior written
consent of all parties hereto.
8. Indemnities. Am-Pac shall indemnify V&S from any liability, loss, cost
or damage arising as a result of Am-Pac's breach of its obligations under this
Agreement. Likewise, V&S shall indemnify Am-Pac from any liability, loss, cost
or damage arising as a result of V&S's breach of its obligations under this
Agreement.
9. Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be mailed first class, registered, with
postage prepaid as follows:
If to Am-Pac, addressed to: Am-Pac International, Inc.
258 East Altamont Drive
Suite 2000
Altamont Springs, FL 32701
Attn: Thomas Tedrow
If to V&S, addressed to: Vanderkam & Sanders
440 Louisiana, Suite 475
Houston, Texas 77002
Attn: Hank Vanderkam
10. Costs and Expenses. Each party hereto shall responsible for its own
costs and expenses incurred in connection with the execution and performance of
this Agreement; provided, however, that Am-Pac shall be responsible for all
costs incurred in connection with the filing of any registration statement
covering the Shares.
2
<PAGE>
11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
12. Disputes. Any disputes arising among the parties with respect to this
Agreement shall be settled by arbitration in accordance with the rules then in
effect of the American Arbitration Association in Houston, Texas. The prevailing
party in any such disputes shall be entitled to recover all of its reasonable
costs and attorneys fees incurred as a result of such dispute.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and the year first written above.
AM-PAC INTERNATIONAL, INC.
By:
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Title:
-----------------------------------
VANDERKAM & SANDERS
By:
--------------------------------------
Hank Vanderkam, Partner
3
November 7, 1997
Am-Pac International, Inc.
258 East Altamont Drive, Suite 2000
Altamont Springs, Florida 32701
Re: Form S-8 Registration Statement
Gentlemen:
You have requested that we furnish you our legal opinion with respect to
the legality of the following described securities of Am-Pac International, Inc.
(the "Company") covered by a Form S-8 Registration Statement, as amended through
the date hereof (the "Registration Statement"), filed with the Securities and
Exchange Commission for the purpose of registering such securities under the
Securities Act of 1933:
1. 75,000 shares of common stock, $.001 par value (the "Shares")
issuable pursuant to a Legal Services Agreement dated September
8, 1997 (the "Agreement").
In connection with this opinion, we have examined the corporate records of
the Company, including the Company's Articles of Incorporation, Bylaws, and the
Minutes of its Board of Directors and Shareholders meetings, the Agreement, the
Registration Statement, and such other documents and records as we deemed
relevant in order to render this opinion.
Based on the foregoing, it is our opinion that, after the Registration
Statement becomes effective and the Shares have been issued and delivered as
described therein, the Shares will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion with Securities and
Exchange Commission as an exhibit to the Registration Statement and further
consent to statements made therein regarding our firm and use of our name under
the heading "Legal Matters" in the Prospectus constituting a part of such
Registration Statement.
Sincerely,
VANDERKAM & SANDERS
/s/ Vanderkam & Sanders
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INDEPENDENT AUDITORS' CONSENT
As independent certified public accountants, we hereby consent to the
incorporation by reference in the Registration Statement on Form S-8 of our
report relating to the financial statements of Am- Pac International, Inc.,
which report appears in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1996, and to all references to this firm included in such
Registration Statement.
/s/ H.J. Swart & Company, P.A.
-----------------------------------
H.J. SWART & COMPANY, P.A.
October 21, 1997
Kissimmee, Florida
