<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JANUARY 4, 1996
File No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VALUE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Florida 59-2388734
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
3211 Ponce de Leon Blvd., Suite 201, Coral Gables, Florida 33134
(Address of principal executive offices)(Zip Code)
Consulting Agreement dated August 8, 1995
(Full title of the plan)
ALISON ROSENBERG COHEN
3211 Ponce de Leon Blvd., Suite 201, Coral Gables, Florida 33134
(Name and address of agent for service)
(305) 666-3165
(Telephone number, including area code, of agent for service)
Copies of Communications to:
PATRICK H. ALLEN, ESQ.
Freer & McGarry, P.C.
1000 Thomas Jefferson Street, N.W.
Suite 600
Washington, D.C. 20007
(202) 965-6565
<TABLE>
<CAPTION>
===============================================================================================================================
Title of Securities Amount to Proposed maximum Proposed maximum
to be registered be registered offering price per share aggregate offering price Amount of registration fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.0001 Par Value 300,000 Shares $ 0.25(1) $ 75,000 $ 26.00
===============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee,
based upon the average bid and asked price of the Common Stock on NASDAQ
on December 19, 1995.
<PAGE> 2
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
300,000 Shares
VALUE HOLDINGS, INC.
Common Stock
This Prospectus relates to 300,000 shares of common stock, $.0001 par value
(the "Common Stock"), of Value Holdings, Inc., a Florida corporation (the
"Company"), issuable pursuant to a Consulting Agreement described herein.
The delivery of this Prospectus at any time does not imply that the
information contained herein is correct as of any time subsequent to the date
hereof. No person has been authorized to give any information or to make any
representation other than as contained herein in connection with the offer
contained in this Prospectus, and, if given or made, such information or
representation must not be relied upon.
----------------------------------------------------
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 January 4, 1995.
<PAGE> 3
DESCRIPTION OF CONSULTING AGREEMENT
The Company has entered into a Consulting Agreement (the "Agreement") dated
August 8, 1995 with John DiNigris (the "Consultant"), pursuant to which the
Company has agreed to issue to the Consultant an aggregate of 300,000 shares
(the "Shares") of the Company's Common Stock in payment of the Consultant's
services in connection with advice to the Company concerning management,
marketing, strategic planning, corporate organization and structure, financial
matters, expansion of services, acquisitions and business opportunities.
REGISTRATION OF THE SHARES
Pursuant to the Agreement, the Company has agreed to register the Shares on
a Registration Statement on Form S-8 under the Securities Act of 1933, as
amended, in connection with their original issuance to the Consultant. This
Prospectus relates to a Registration Statement on Form S-8 which was filed with
the Securities and Exchange Commission on the date hereof and which became
effective as of such filing.
RESALE OF THE SHARES
The Agreement does not impose any restrictions on the resale of the Shares.
However, if a recipient of Shares is or becomes and "affiliate" of the Company,
as such term is defined in Rule 144 promulgated under the Securities Act, at
any such time, such person shall be subject to the limitations on the amount of
securities which may be sold imposed under Rule 144(e)(1). Rule 144(e)(1)
generally provides that the number of shares of Common Stock which may be sold
may not exceed the greater of (i) in any three month period may not exceed the
greater of (i) 1% of the outstanding Common Stock as shown by the most recent
published report of the Company or (ii) the average weekly reported volume of
trading in the Common Stock, as reported through NASDAQ, for the four weeks
preceding the filing of a notice of proposed sale of the Common Stock, if
required under Rule 144(b) under the Securities Act, or preceding the date of
receipt of the order to execute the transaction by the broker or the date of
execution directly with a market maker.
Additional information regarding the Agreement not set forth in this
Prospectus may be obtained from the Company at 3211 Ponce de Leon Blvd., Suite
201, Coral Gables, Florida 33134.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
At the time of issuance of the Shares, the Consultant recognized ordinary
income for federal income tax purposes in an amount equal to the then fair
market value of the Shares received by the Consultant.
The Consultant will recognize gain or loss on the subsequent sale of the
Shares in an amount equal to the difference between the amount realized and the
tax basis of such Shares, which will equal the amount included in the
Consultant's income by reasons of the issuance of the Shares. Provided such
Shares are held as a capital asset, such gain or loss will be long-term or
short-term capital gain or loss depending upon whether the Shares have been
held for more than one year.
The Agreement is not subject to any of the provisions of the Employee
Retirement Income Security Act of 1974, and is not qualified under Section
401(a) of the Internal Revenue Code.
This discussion is only a summary of certain significant federal income tax
consequences and the Consultant should consult an independent tax adviser as to
all of the federal and state income tax consequences relating to the receipt or
sale of the Shares.
2
<PAGE> 4
CERTAIN INFORMATION
The documents incorporated by reference in Item 3 of Part II of the Form
S-8, and any other documents required to be delivered pursuant to Rule 428(b),
promulgated under the Securities Act, are available from the Company, without
charge, upon written or oral request. Requests for documents should be
directed to the President of the Company. The documents incorporated by
reference in Item 3 of Part II of the Form S-8 are also incorporated in this
Prospectus by reference thereto.
3
<PAGE> 5
VALUE HOLDINGS, INC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the
Securities and Exchange Commission (the "Commission") by Value Holdings, Inc.
(the "Company" or the "Registrant"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended February 28, 1995;
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended May 31, 1995 and August 31, 1995; and
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act by the Registrant with the Commission since February 28, 1995.
All documents filed with the Commission by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement 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 part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company is authorized to issue 180,000,000 shares of Common Stock,
par value $.0001 per share (the "Common Stock"). Holders of the Common Stock
have one vote per share on each matter submitted to a vote of stockholders, the
right to receive such dividends, if any, as may be declared by the Board of
Directors out of assets legally available therefor and the right to receive net
assets in liquidation after payment of all amounts due to creditors and all
preferential amounts due to holders of any preferred stock. Holders of the
Common Stock have no conversion rights and are not entitled to any preemptive
or subscription rights. The Common Stock is not subject to redemption or any
further calls or assessments. The Common Stock has noncumulative voting rights
in the election of directors.
The Company is also authorized to issue 20,000,000 shares of Preferred
Stock. No shares of Preferred Stock are outstanding.
The Common Stock is traded in the over-the-counter market and quoted on
NASDAQ under the symbol "VALH".
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The firm of Freer & McGarry, which is counsel to the Company owns
50,000 shares of the Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Florida Business Corporation Act and the By-laws of the
Company, the Company may indemnify an existing or former director, officer,
employee or agent of the Company, against expenses, judgments, fines and
amounts paid in settlement in connection with any action, suit or proceeding
brought against such persons in such present or former capacity, including
actions or suits by or in the right of the Company, so long as such person
acted in good faith and in a manner reasonably believed to be in or not
II-1
<PAGE> 6
opposed to the best interests of the Company or, with respect to a criminal
action or proceeding, so long as such person had no reasonable cause to believe
his conduct was unlawful. The foregoing indemnification shall be made only
upon a determination by the Board of Directors of the Company, upon the
majority vote of a quorum of disinterested directors, the stockholders or, in
certain cases, independent legal counsel, that the applicable standard of
conduct has been met. No indemnification may be made, however, to any person
who has been adjudged to be liable to the Company, unless the Court renders an
order in favor of such indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Consulting Agreement dated August 8, 1995 between the Registrant
and John DeNigris.
5.1 Opinion of Freer & McGarry, P.C.
23.1 Consent of Rachlin Cohen & Holtz, Independent Public Accountants.
23.2 Consent of Freer & McGarry, P.C. (included in Exhibit 5.1).
24.1 Power of Attorney (included at page S-1).
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
provide any prospectus required by Section 10(a)(3) of the Securities Act of
1933, as amended (the "Securities Act"), (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 this Registration Statement and (iii) to include any material information
with respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in the
registration statement; provided however, that clauses (i) and (ii) above do
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Sections 13 or 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or
II-2
<PAGE> 7
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.
II-3
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Miami, State of Florida, on November 30, 1995.
VALUE HOLDINGS, INC.
By: /s/ Anthony M. Pallante
-----------------------------------
Anthony M. Pallante
Officer and Chief Executive
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anthony M. Pallante, his true and lawful
attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorney-in-fact and agent
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, as fully as 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
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, 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/ Anthony M. Pallante President (Principal November 30, 1995
- -------------------------------------- Executive Officer) and
Anthony M. Pallante Director
/s/ Alison Rosenberg Cohen Vice President and November 30, 1995
- -------------------------------------- Director
Alison Rosenberg Cohen
/s/ Eugene Bialys Director November 30, 1995
- --------------------------------------
Eugene Bialys
/S/ Dino Genise Director November 30, 1995
- --------------------------------------
Dino Genise
</TABLE>
S-1
<PAGE> 9
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated June 6, 1995 (which report
contains an explanatory paragraph referring to the significant uncertainties as
to the Company's ability to continue as a going concern and certain pending
litigation as to which an estimate of the likelihood of an unfavorable result
cannot be made at this time) relating to the consolidated financial statements
of Value Holdings, Inc. appearing in such company's Annual Report on Form 10-K
for the fiscal year ended February 28, 1995.
/s/ RACHLIN COHEN & HOLTZ
- -------------------------
RACHLIN COHEN & HOLTZ
Coral Gables, Florida
December 21, 1995
S-2
<PAGE> 10
EXHIBIT INDEX
Sequentially
Numbered Page
-------------
<TABLE>
<S> <C>
4.1 Consulting Agreement dated August 8, 1995.
5.1 Opinion of Freer & McGarry, P.C., counsel to Registrant.
23.1 Consent of Rachlin Cohen & Holtz, Independent Public Accountants
(included at page S-2).
23.2 Consent of Freer & McGarry, P.C. (included in Exhibit 5.1).
24.1 Power of Attorney (included at page S-1).
</TABLE>
<PAGE> 1
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of August
8, 1995, by and between JOHN DE NIGRIS with an office at 51 EAST BETHPAGE ROAD,
PLAINVIEW, N.Y. ("Consultant"), and VALUE HOLDINGS, INC., with offices at 6272
South Dixie Highway, Miami, FL 33143 ("Value").
W I T N E S S E T H
WHEREAS, Value has recently become engaged in the importation, processing
and sale of food products; and
WHEREAS, Value requires and will continue to require consulting services
relating management, strategic planning and marketing in connection with its
entry into the food product business; and
WHEREAS, Consultant is engaged in the business of providing management,
strategic planning and marketing consulting services and is desirous of
performing such services for Value; and
WHEREAS, Value wishes to induce Consultant to provide these consulting
services to Value.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
Value hereby engages Consultant and Consultant agrees to render services
to Value as a consultant upon the terms and conditions hereinafter set forth.
2. TERM.
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on December 31, 1995, unless earlier terminated
in accordance with paragraph 8 herein or extended as agreed to between the
parties.
3. SERVICES.
During the term of this Agreement, Consultant shall provide advice to,
undertake for and consult with Value concerning management, marketing,
consulting, strategic planning, corporate organization and structure, financial
matters in connection with the operation of the businesses of Value, expansion
of services, acquisitions and business opportunities, and shall review and
advise Value regarding its overall progress, needs and condition. Consultant
agrees to provide on a timely basis the following enumerated services plus any
additional services contemplated thereby:
<PAGE> 2
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance Value's assets, resources, products and
services;
(b) The implementation of a marketing program to enable Value to
broaden the markets for its services and promote the image of Value and its
products and services;
(c) Advise Value relative to the recruitment and employment of key
executives consistent with the expansion of operations of Value;
(d) The identification, evaluation, structuring, negotiating and
closing of joint ventures, strategic alliances, business acquisitions and
advice with regard to the ongoing managing and operating of such acquisitions
upon consummation thereof; and
(e) Advice and recommendations regarding corporate financing
including the structure, terms and content of bank loans, institutional loans,
private debt funding, mezzanine financing, blind pool financing and other
preferred and common stock equity private or public financing.
4. DUTIES OF VALUE.
Value shall provide Consultant, on a regular and timely basis, with all
approved data and information about it, its subsidiaries, its management, its
products and services and its operations as shall be reasonably requested by
Consultant, and shall advise Consultant of any facts which would affect the
accuracy of any data and information previously supplied pursuant to this
paragraph.
Value shall promptly supply Consultant with full and complete copies of
all financial reports, all filings with all federal and state securities
agencies; with full and complete copies of all stockholder reports; with all
data and information supplied by any financial analyst, and with all brochures
or other sales materials relating to its products or services.
5. COMPENSATION.
Value will immediately grant Consultant 300,000 shares of Value's Common
Stock valued at $0.10 per share.
Consultant in providing the foregoing services, shall not be responsible
for any out-of-pocket costs, including, without limitation, travel, lodging,
telephone, postage and Federal Express charges.
6. REPRESENTATION AND INDEMNIFICATION.
Value shall be deemed to have been made a continuing representation of
the accuracy of any and all facts, material information and data which it
supplies to Consultant and acknowledges its awareness that Consultant will rely
on such continuing representation in disseminating such information and
otherwise performing its advisory functions. Consultant in the absence of
notice in writing from Value, will rely on the continuing accuracy of material,
information and data supplied by Value.
- 2 -
<PAGE> 3
Consultant represents that he has knowledge of and is experienced in
providing the aforementioned services.
7. RELATIONSHIP OF PARTIES.
Consultant is an independent contractor, responsible for compensation of
his agents, employees and representatives, as well as all applicable
withholding therefrom and taxes thereon. This Consulting Agreement does not
establish any partnership, joint venture or other business entity or
association between the Parties and neither Party is intended to have any
interest in the business or property of the other.
8. MISCELLANEOUS.
Termination:
This Agreement may be terminated by either Party upon written notice to
the other Party for any reason which shall be effective five (5) business days
from the date of such notice. This Agreement shall be terminated immediately
upon written notice for material breach of this Agreement.
Modification:
This Consulting Agreement sets forth the entire understanding of the
Parties with respect to the subject matter hereof. This Consulting Agreement
may be amended only in a writing signed by both Parties.
Notices:
Any notice required or permitted to be given hereunder shall be in writing
and shall be mailed or otherwise delivered in person or by facsimile
transmission at the address of such Party set forth above or to such other
address or facsimile telephone number as the Party shall have furnished in
writing to the other Party.
Waiver:
Any waiver by either Party of a breach of any provision of this Consulting
Agreement shall not operate as or be construed to be a waiver of any other
breach of that provision or of any breach of any other provision of this
Consulting Agreement. The failure of a Party to insist upon strict adherence to
any term of this Consulting Agreement on one or more occasions will
- 3 -
<PAGE> 4
not be considered a waiver or deprive that Party of the right thereafter to
insist upon adherence to that term of any other term of this Consulting
Agreement.
No Third Party Beneficiaries:
This Consulting Agreement does not create, and shall not be construed as
creating, any rights enforceable by any person not a party to this Consulting
Agreement.
Assignment:
Neither this Consulting Agreement nor the Option granted in paragraph 5
may be transferred or assigned.
Severability:
If any provision of this Consulting Agreement is invalid, illegal, or
unenforceable, the balance of this Consulting Agreement shall remain in effect,
and if any provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and circumstances.
Disagreements:
Any dispute or other disagreement arising from or out of this Consulting
Agreement shall be submitted to arbitration under the rules of the American
Arbitration Association and the decision of the arbiter(s) shall be enforceable
in any court having jurisdiction thereof.
Arbitration shall occur only in Miami, Florida. The interpretation and the
enforcement of this Agreement shall be governed by Florida law as applied to
residents of the State of Florida relating to contracts executed in and to be
performed solely within the State of Florida.
In the event any dispute is arbitrated, the prevailing party (as
determined by the arbiter(s)) shall be entitled to recover that party's
reasonable attorney's fees incurred (as determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
VALUE HOLDINGS, INC. CONSULTANT:
Anthony M. Pallante By: /s/ John De Nigris
------------------- ------------------
JOHN DE NIGRIS
Title: President
---------------
- 4 -
<PAGE> 1
FREER & MCGARRY
A PROFESSIONAL CORPORATION
1000 Thomas Jefferson Street, NW
Suite 600
Washington, DC 20007-3835
(202) 965-6565
(202) 965-4839 (Fax) Maryland Office
7701 Greenbelt Road
Suite 200
Greenbelt, MD 20770
Tel: (301) 982-5800
December 7, 1995 Fax: (301) 982-4895
The Board of Directors
Value Holdings, Inc.
3211 Ponce de Leon Blvd.
Suite 201
Coral Gables, Florida 33134
Ladies and Gentlemen:
We have represented Value Holdings, Inc. (the "Company") in connection
with that certain Consulting Agreement dated August 8, 1995 between the Company
and John De Nigris (the "Agreement") and the issuance of 300,000 shares of the
Company's Common Stock (the "Shares") to Mr. DeNigris pursuant to the terms of
the Agreement. In connection with giving this opinion, we have reviewed the
records of the Company's actions in connection with entering into the Agreement
and the issuance of the Shares and such other matters that we have considered
necessary to render this opinion.
Based upon the foregoing, we are of the opinion that the Shares when
issued were legally issued, fully paid and non-assessable.
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement on Form S-8 relating to the Shares and to the reference
to us in the Registration Statement.
Sincerely yours,
FREER & McGARRY, P.C.
By /s/ PATRICK H. ALLEN
--------------------
Patrick H. Allen
/PHA
