As Filed with the Securities and
Exchange Commission on July 9, 1997
No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MEGALITH CORPORATION
(Exact Name of Registrant as Specified in its Charter)
COLORADO 22-2701047
(State of Incorporation) (I.R.S. Employer Identification No.)
4720 Esco Drive
Fort Worth, Texas 76140
(Address of Principal Executive Offices)
Two (2) Agreements for services
provided during 1997.
(Full Title of the Plans)
Copy to:
Syed Zaidi Gary L. Blum, Esq.
4720 Esco Drive 3278 Wilshire Blvd., Suite 603
Fort Worth, Texas 76140 Los Angeles, CA 90010
Telephone (817) 478-4299 Telephone (213) 381-7450
(Name, Address and Telephone Facsimile (213) 384-1035
(Number of Agent for Service)
1
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount of
Securities To Amount to be Offering Price Aggregate Registration
Be Registered Registered Per Share Offering Fee
- --------------------------------------------------------------------------------
Common shares (1) 11,888 (2) $1.50 $ 17,832 (3) $ 6.15
($.005 par value)
Common shares (1) 197,760 (4) $0.50 $ 98,880 (3) $34.10
($.005 par value)
Total 209,648 $116,712 $ 40.25
This Registration Statement, including exhibits, consists of 13
sequentially numbered pages. The index to Exhibits appears on
sequentially numbered page 7.
________________
(Footnotes)
(1) Shares registered pursuant to this Registration Statement available
for issuance pursuant to those two (2) Agreements for services
provided in 1997.
(2) Estimated as of June 18, 1997 pursuant to Rule 457(h) solely for the
purpose of calculating the amount of the registration fee.
(3) Pursuant to General Instruction E, the registration fee paid in
connection herewith is based on the maximum aggregate price at which
securities covered by this Registration Statement are proposed to be
offered.
(4) Shares subject to option granted pursuant to an Agreement.
2
<PAGE>
PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
-----------------------------------------------------
Item 1. Plan Information
Item 2. Registrant Information
The information required by Items 1 and 2 of Part I is included in
documents sent or given to the participants.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Certain Documents by Reference
The following documents of Megalith Corporation (the "Company"),
previously filed with the Securities and Exchange Commission, are incorporated
herein by reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
September 30, 1996;
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year
covered by the above reference to the Company's Annual report on Form
10-KSB.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of The Securities Exchange Act of 1934 after the date of this
Registration Statement, 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 the 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.
3
<PAGE>
Item 6. Indemnification of Directors and Officers
The Bylaws give the Company the power, to the maximum extent permitted
by the, Corporations Code of Colorado, to indemnify each of its officers,
directors, employees and agents, against expenses, judgments, fines, settlements
and other amounts actually and reasonably incurred in connection with any
proceeding arising by reason of the fact that such person is or was an agent of
the corporation. Such indemnity extends to any person who is or was a director,
officer, employee, or other agent of the corporation; who is or was serving at
the request of the corporation as a director, officer, employee, or agent of
another corporation that was a predecessor or other enterprise; or who was a
director, officer, employee, or agent of a corporation that was a predecessor
corporation of the corporation or of another enterprise at the request of such
predecessor corporation.
Item 7. Exemption from Registration Claimed
Item 8. Exhibits
See the Index to Exhibits at Page 7 of this Registration Statement.
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,
represents 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 paragraphs (a) (1) (i) and (a)
(1) (ii) do not apply if the Registration Statement is
on Form S-3 or Form S-8 and 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 this Securities Exchange Act of 1934 that are
incorporated by reference in the Registration
Statement.
4
<PAGE>
(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 at the time and 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 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 that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
the 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 Company pursuant to the foregoing
provisions described under Item 6 above, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit
or proceeding) is asserted against the Company by such director,
officer or controlling person in connection with the securities
being registered, the Company 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 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 Fort Worth, State of Texas on the 20th day of June,
1997. Megalith Corporation
By:/s/ Syed Zaidi
-----------------------
Syed Zaidi
Chief Executive Officer
5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the 20th day of June, 1997.
SIGNATURE TITLE
- --------- -----
/s/ Syed Zaidi Chairman of the Board, Chief
- -------------------- Executive Officer
Syed Zaidi
/s/ Bashir G. Ahmed Director
- --------------------
Bashir G. Ahmed
/s/ James W. Landrum Director
- --------------------
James W. Landrum
Director
- ----------------------
Mohammed Sharabash
/s/ Arthur Steber Director
- ----------------------
Arthur Steber
6
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
------ ------------ -------------
10.1 Professional Services Agreement 8
between Registrant and Gary Blum Esq.
10.2 Professional Services Agreement
between Registrant and ACC Communications 9
5.1 Opinion of Law Offices of
Gary L. Blum 10
23.1 Consent of Law Offices of
Gary L. Blum (Included in Exhibit 5.1) 12
23.2 Consent of Boamar Boachie, CPA 13
7
EXHIBIT 10.1
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made between Megalith Corporation, with its place of
business at 4720 Esco Drive, Forth Worth, Texas 76140 (herein referred to as
"Client") and Gary L. Blum, Esq., with his place of business c/o Law Offices of
Gary L. Blum, 3278 Wilshire Boulevard, Suite 603, Los Angeles, CA 90212 (herein
referred to as "Employee"), as of June 20, 1997. In consideration of the mutual
covenants contained herein and other valuable consideration, the receipt and
adequacy of which is acknowledged, the parties do hereby agree as follows:
I. QUALIFICATIONS: The Employee has special skill and experience in
certain fields of activity in which the Client is interested.
II. SERVICES RENDERED: Client engaged the nonexclusive services of
Employee for the period from January 1 through June 20, 1997, and
Employee has rendered substantial services to Client over the period
as agreed upon.
III. COMPENSATION: The Client shall grant to Employee as of the date of
this Agreement, an amount of 5,000 restricted shares of the Client's
common stock. This grant of shares is considered earned to Employee
upon the execution of this Agreement.
IV. ENTIRE AGREEMENT: This document represents the complete agreement
between the parties and may be modified or amended only by duly
executed written agreements. This Agreement shall be construed in
accordance with the laws of the State of California.
IN WITNESS WHEREOF: The parties hereto have duly executed this Agreement as of
the day and year noted above.
"Client" "Employee"
Megalith Corporation Gary L. Blum, Esq.
By: /s/ Syed Zaidi By:/s/ Gary L. Blum
---------------------- -------------------
Its: Chairman/CEO Gary L. Blum
----------------------
8
<PAGE>
EXHIBIT 10.2
PROFESSIONAL SERVICES AGREEMENT
PLANNING AND
PUBLIC RELATIONS
[Company Logo]
ACC COMMUNICATIONS
416 N. Avenida Del
La Estrella
San Clemente
CA
Tel 714-366-5803
Fax 714-366-2865
January 5, 1997
Syed Zaidi
Chairman of the Board
Megalith Corporation
4720 Esco Drive
Fort Worth, Texas 76140
Dear Zaidi:
When signed by you, this letter will serve as a firm and binding agreement
between ACC Communications (ACC) and Megalith Corporation (Megalith) with
respect to the following:
* Megalith hereby retains ACC, and ACC agrees to be retained, to
counsel Megalith with respect to the advisability and structure of joint
ventures between Megalith subsidiary, Esco Elevator Corporation, and
marketing and/or manufacturing partners in other nations.
* For this service, Megalith hereby grant to ACC an option to acquire
197,760 shares of free-trading Megalith common stock at $0.50 per share,
exercisable at its discretion. Additionally, Megalith agrees to compensate
ACC with a total of 6,888 free-trading common shares of Megalith at no
cost.
/s/ Syed Zaidi /s/ Paul J. Keil 1/5/97
-------------------------- --------------------------
Syed Zaidi Date Paul J. Keil Date
for Megalith Corporation for ACC Communication
9
EXHIBIT 5.1
Law Offices of
Gary L. Blum
3278 Wilshire Boulevard
Suite 603
Los Angeles, California 90010
Gary L. Blum Telephone: (213) 381-7450
Facsimile: (213) 384-1035
June 23, 1997
Megalith Corporation
4720 Esco Drive
Forth Worth, Texas 76140
Re: Megalith Corporation Registration Statement on Form S-8
Gentlemen:
We are acting as counsel for Megalith Corporation, a Colorado
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of the offering and sale of up
to 209,648 shares of the Company's common shares (the "Shares") pursuant to
those certain two consulting agreements for services provided during 1997
(collectively, the "Contracts"). A Registration Statement on Form S-8 covering
the Shares (the "Registration Statement") is being filed under the Act with the
Securities and Exchange Commission.
In rendering the opinions expressed herein, we have reviewed such
matters of law as we have deemed necessary and have examined copies of such
agreements, instruments, documents and records as we have deemed relevant.
In rendering the opinions expressed herein, we have assumed the
genuineness and authenticity of all documents examined by us and of all
signatures thereon; the legal capacity of all natural persons executing such
documents; the conformity to original documents of all documents submitted to us
as certified or conformed copies or photocopies; and the completeness and
accuracy of the certificates of public officials examined by us. We have made no
independent factual investigation with regard to any such matters.
Based upon the foregoing, but subject to the limitations set forth
below, it is our opinion that the Shares, when sold in accordance with the terms
of the Contracts, respectively, will be legally issued, fully paid and
non-assessable.
10
<PAGE>
Megalith Corporation
June 23, 1997
Page 2
The opinions expressed herein are limited to matters involving the
federal laws of the United States.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm therein under the
caption "Legal Matters."
Respectfully submitted,
Law Offices of Gary L. Blum
By: /s/ Gary L. Blum, Esq.
---------------------------
Gary L. Blum, Esq.
11
EXHIBIT 23.1
CONSENT OF LAW OFFICES OF GARY L. BLUM
[See Exhibit 5.1, p.2]
12
<PAGE>
EXHIBIT 23.2
BOAMAH BOACHIE, CPA
11312 LBJ Freeway, Suite 600, Dallas TX 75238
Tel:(214) 503-1200 Fax: (214) 343-6666
July 2, 1997
Mr. Syed Zaidi, President
Megalith Corporation
4720 Esco Drive
Fort Worth, TX 76140
Dear Mr. Zaidi:
I have been advised that you intend to file a Registration
Statement on Form S-8 covering the issuance by Megalith
Corporation of 209,648 of its common shares. I hereby consent to
the incorporation by reference therein of our report included in
the financial statements of Megalith Corporation appearing in its
Form 10-KSB for the year ended September 30, 1996.
Sincerely,
/s/ Boamah Boachie, CPA
-----------------------
Boamah Boachie, CPA
13
