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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 19, 1995
SUBJECT TO AMENDMENT.
REGISTRATION NO. 33-63511
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAPITAL PACIFIC HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 1521 95-2956559
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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4100 MACARTHUR BOULEVARD, SUITE 200
NEWPORT BEACH, CALIFORNIA 92660
714-622-8400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ANTHONY M. LAUGHLIN, VICE PRESIDENT,
CHIEF FINANCIAL OFFICER
4100 MACARTHUR BOULEVARD, SUITE 200
NEWPORT BEACH, CALIFORNIA 92660
714-622-8400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
THE COMMISSION IS REQUIRED TO MAIL SIGNED COPIES OF ALL ORDERS, NOTICES AND
COMMUNICATIONS TO:
DAG WILKINSON, ESQUIRE
WILEY, REIN & FIELDING
1776 K STREET, N.W.
WASHINGTON, D. C. 20006
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment
plans, please check the following box. / /
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 offered only in connection with dividend or interest
reinvestment plans, please check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT** OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Warrants........................ 790,000 Warrants -- -- --
Common Stock issuable upon
exercise...................... 790,000 Shares*** $3.30 $2,607,000* $898.96
Total........................... $898.96****
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* Calculated based upon the exercise price of the Warrants solely for the
purpose of calculating the registration fee pursuant to Rule 457 (g).
** Calculated based upon Rule 457 (c).
*** Represents the number of shares of Common Stock initially issuable upon
exercise of the Warrants. This Registration Statement also includes such
indeterminable number of additional shares of Common Stock as may be
issuable upon exercise of the Warrants as a result of antidilution
provisions contained therein.
**** A registration fee of $898.96 has previously been paid by the Company.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California, on October 18,
1995.
Capital Pacific Holdings, Inc.
By: /s/ Dale Dowers
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President, Chief Operating Officer
and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Hadi Makarechian and Dale Dowers 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) to this Registration Statement, and to file the same with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, 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 in and about the premises, 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 any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Hadi Makarechian Chairman, CEO October 18, 1995
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Hadi Makarechian
/s/ Dale Dowers Director, President, COO October 18, 1995
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Dale Dowers
/s/ William A. Funk Director October 18, 1995
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William A. Funk
/s/ Allan L. Acree Director October 18, 1995
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Allan L. Acree
/s/ Karlheinz M. Kaiser Director October 18, 1995
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Karlheinz M. Kaiser
/s/ Anthony M. Laughlin CFO, Vice President, Secretary October 18, 1995
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Anthony M. Laughlin Accounting Officer)
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