As filed with the Securities and Exchange Commission on February 14, 2000
Registration No.
----------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Chadmoore Wireless Group, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 84-1058165
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2875 East Patrick Lane, Suite G, Las Vegas, Nevada 89120
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(Address of Principal Executive Offices) (Zip Code)
Chadmoore Wireless Group, Inc. Amended Nonqualified Stock Option Plan
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(Full title of the plan)
The Corporation Company, 1675 Broadway, Denver, Colorado 80202
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(Name and address of agent for service)
(702) 740-5633
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(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share (1) price (1) registration fee (1)
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 Par Value (2) 1,500,000 $.72 $1,080,000 $285.12
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Totals 1,500,000 $1,080,000 $285.12
========================= ====================== ======================= ====================== ======================
</TABLE>
(1) Because neither the offering price of shares of Common Stock being
registered nor the exercise price of any options to be granted under the
Chadmoore Wireless Group, Inc. Amended Nonqualified Stock Option Plan is
known at this time, the proposed maximum offering price per share, the
proposed maximum aggregate offering price and the registration fee with
respect to these shares have been calculated pursuant to Rule 457(h)(1) and
Rule 457(c) of Regulation C under the Securities Act of 1933, as amended,
which require that, solely for purposes of calculating the registration
fee, these figures are based upon the average of the bid and asked price
per share of the Registrant's common stock on a date within five (5) days
prior to the date of filing of this Registration Statement, as reported on
the National Association of Securities Dealers, Inc. OTC Bulletin Board.
(2) To be issued, at the sole discretion of the Registrant, directly or
pursuant to options under the Chadmoore Wireless Group, Inc. Amended
Nonqualified Stock Option Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The document(s) containing the information concerning the Chadmoore
Wireless Group, Inc. Amended Nonqualified Stock Option Plan, effective as of
October 12, 1995 (the "Plan"), required by Item 1 of Form S-8, and the statement
of availability of registrant information and other information required by Item
2 of Form S-8 will be sent or given to participants as specified by Rule 428. In
accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this registration statement on Form S-8 (the
"Registration Statement") or as prospectuses or prospectus supplements pursuant
to Rule 424. Chadmoore Wireless Group, Inc., a Colorado corporation (the
"Company"), shall maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Company shall furnish to the
Commission or its staff a copy or copies of all of the documents included in
such file.
1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Incorporated by reference into this Registration Statement are the
contents of the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1998; Quarterly Reports on Form 10-QSB for the periods ended March
31, 1999, June 30, 1999 and September 30, 1999; and Current Reports on Form 8-K
filed March 3, 1999, March 10, 1999, March 16, 1999, August 2, 1999 and August
2, 1999. All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of this Registration Statement and prior to the
termination of the offering shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of filing of
such documents. Any statement contained 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 such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement. The Company will provide without charge to each person to whom a copy
of this Registration Statement is delivered, on the written or oral request of
such person, a copy of any or all of the documents referred to above which have
been or may be incorporated by reference into this Registration Statement, other
than certain exhibits to such documents. Requests for such copies shall be
directed to Shareholder Relations, Chadmoore Wireless Group, Inc., 2875 East
Patrick Lane, Suite G, Las Vegas, Nevada 89120 (telephone: 702-740-5633).
Item 4. Description of Securities.
Common Stock.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Article 109 of the Colorado Business Corporation Act, and Article X of
the Company's Articles of Incorporation, as amended, generally permit the
Company to indemnify any officer or director of the Company for claims and
liabilities, including legal expenses, which he may incur in his capacity as
such, provided that he acted in good faith and in a manner that he reasonably
believed to be in the best interests of the Company. However, he may not be
indemnified in connection with a proceeding in which he is found to be liable to
the Company or where he is found to have received an improper personal benefit
from the Company. To the extent that an officer or director is successful in
defending himself in any proceeding to which he was a party, he is to be
indemnified against his reasonable expenses incurred by him in connection with
the proceeding.
In addition, Article XIV of the Company's Articles of Incorporation
limits the liability of directors for monetary damages for certain breaches of
fiduciary duties, as permitted under the Colorado Business Corporation Act.
Item 7. Exemption From Registration Claimed.
Not applicable.
2
<PAGE>
Item 8. Exhibits.
Exhibit Number Description
-------------- -----------
4.7 The Company's Articles of Incorporation, as
amended, which define the rights of holders
of the equity securities being registered.
(Incorporated by reference to Exhibits 3.2,
3.3, 3.4 and 3.5 to the Company's Form
10-KSB for the year ended December 31,
1995).
4.8 The Company's Bylaws, as amended, which
define the rights of holders of the equity
securities being registered. (Incorporated
by reference to Exhibit 3 to the Company's
Registration Statement on Form S-18 (file
no. 33-14841-D)).
5.4 Opinion of Counsel, Futro & Trauernicht LLC.
(Filed herewith.)
10.35 Chadmoore Wireless Group, Inc. Amended
Nonqualified Stock Option Plan (Filed
herewith.)
23.4 Consent of Arthur Andersen LLP.
(Filed herewith.)
23.5 Consent of Counsel, Futro & Trauernicht LLC.
(Included in Exhibit 5.4.)
Item 9. Undertakings.
The undersigned Company 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, represent a fundamental change in the information set forth
in the registration statement;
(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.
(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 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.
(4) The undersigned Company 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
3
<PAGE>
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.
(5) 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, 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 Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other that 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 by
such director, officer, or controlling person of the Company in the
successful defense of that action suit, or proceeding) is asserted 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 of 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.
4
<PAGE>
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 or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Las Vegas, State of Nevada, on the 14th day of
February, 2000.
CHADMOORE WIRELESS GROUP, INC.
By: /s/ Robert W. Moore
---------------------------------------------------
Robert W. Moore, President, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
By: /s/ Robert W. Moore
---------------------------------------------------
Robert W. Moore, President, Chief Executive Officer,
Director
Dated: February 14, 2000
By: /s/ Stephen K. Radusch
---------------------------------------------------
Stephen K. Radusch, Chief Financial Officer
Dated: February 14, 2000
By: /s/ Rick D. Rhodes
---------------------------------------------------
Rick D. Rhodes, Senior Vice President, Secretary,
Chief Regulatory Officer
Dated: February 14, 2000
By: /s/ Janice H. Pellar
---------------------------------------------------
Janice H. Pellar, Director
Dated: February 14, 2000
By: /s/ Mark F. Sullivan
---------------------------------------------------
Mark F. Sullivan, Director
Dated: February 14, 2000
5
<PAGE>
By: /s/ Jeff A. Lipkin
---------------------------------------------------
Jeff A. Lipkin, Director
Dated: February 14, 2000
By: /s/ Gary L. Stanford
---------------------------------------------------
Gary L. Stanford, Director
Dated: February 14, 2000
By: /s/ Joe J. Finn-Egan
---------------------------------------------------
Joe J. Finn-Egan, Director
Dated: February 14, 2000
6
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
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4.7 The Company's Articles of Incorporation, as
amended, which define the rights of holders
of the equity securities being registered.
(Incorporated by reference to Exhibits 3.2,
3.3, 3.4 and 3.5 to the Company's Form
10-KSB for the year ended December 31,
1995).
4.8 The Company's Bylaws, as amended, which
define the rights of holders of the equity
securities being registered. (Incorporated
by reference to Exhibit 3 to the Company's
Registration Statement on Form S-18 (file
no. 33-14841-D)).
5.4 Opinion of Counsel, Futro & Trauernicht LLC.
(Filed herewith.)
10.35 Chadmoore Wireless Group, Inc. Amended
Nonqualified Stock Option Plan (Filed
herewith.)
23.4 Consent of Arthur Andersen LLP.
(Filed herewith.)
23.5 Consent of Counsel, Futro & Trauernicht LLC.
(Included in Exhibit 5.4.)
Exhibit 5.4
FUTRO & TRAUERNICHT LLC
Attorneys and Counselors at Law
ALAMO PLAZA
1401 SEVENTEENTH STREET - 11TH FLOOR
DENVER, COLORADO 80202
TELEPHONE (303) 295-3360
FACSIMILE (303) 295-1563
WITH OFFICES IN
---------------
[email protected] LOS ANGELES, CALIFORNIA
February 11, 2000
U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington D.C. 20549
Re: Chadmoore Wireless Group, Inc.
OPINION OF COUNSEL NO. 00-042.1
Form S-8 Registration Statement for the "Chadmoore Wireless Group,
Inc. Amended Nonqualified Stock Option Plan"
Ladies and Gentlemen:
OPINION OF COUNSEL
We have acted as counsel to Chadmoore Wireless Group, Inc. (the
"Company") in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") covering registration under
the Securities Act of 1933, as amended, of 1,500,000 shares of the Company's
common stock, $.001 par value per share (the "Shares"), pursuant to the employee
benefit plan of the Company entitled the "Chadmoore Wireless Group, Inc. Amended
Nonqualified Stock Option Plan" dated October 12, 1995 (the "Plan"). As such, we
have examined the Registration Statement, the Plan, the Company's Articles of
Incorporation and Bylaws, as amended, and minutes of meetings of its Board of
Directors.
Based upon the foregoing, and assuming that the Shares will be issued
as set forth in the Plan and Registration Statement, at a time when effective,
and that the Company will fully comply with all applicable securities laws
involved under the Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated pursuant to
said Acts, and in those states or foreign jurisdictions in which the Shares may
be sold, we are of the opinion that, upon proper and legal issuance of the
Shares and receipt of the consideration to be paid for the Shares, the Shares
will be validly issued, fully paid and nonassessable shares of common stock of
the Company. This opinion does not cover any matters related to any re-offer or
re-sale of the Shares by any Plan participants, once properly and legally issued
pursuant to the Plan as described in the Registration Statement.
This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent. This
opinion is based on our knowledge of the law and facts as of the
<PAGE>
FUTRO & TRAUERNICHT LLC
Attorneys and Counselors at Law
U.S. Securities and Exchange Commission
OPION OF COUNSEL NO. 00-42.1
February 11, 2000
Page 2
date hereof. This opinion does not address or relate to any specific state
securities laws. We assume no duty to communicate with the Company in respect to
any matter which comes to our attention hereafter.
CONSENT
-------
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in any prospectus which is
incorporated by reference into and made a part of the Registration Statement.
/s/ Futro & Trauernicht LLC
FUTRO & TRAUERNICHT LLC
Exhibit 10.35
CHADMOORE WIRELESS GROUP, INC.
Amended Nonqualified Stock Option Plan
October 12, 1995
1. Purpose. The purpose of the Plan is to provide a continuing, long-term
incentive to selected eligible key employees of Chadmoore Wireless
Group, Inc. (the "Company") and of any existing or future subsidiary of
the Company (the term "subsidiary" as used herein to include any
corporation in a continuous chain, beginning with the Company, in which
each corporation except the last one in the chain owns at least a
majority of the outstanding voting shares in one of the other
corporations in such chain).
2. Shares covered by Plan. The number of shares of stock which may be
issued pursuant to options granted previously and hereafter under the
Plan will not exceed 1,500,000 shares of the Company's common stock,
whether authorized and unissued or whether issued and thereafter
acquired by the Company. If any options granted under the Plan shall,
for any reason other than the call of stock appreciation rights,
terminate or expire without having been exercised in full, the stock
not purchased under such options shall be available again for the
purposes of the Plan.
3. Administration.
(a) The Plan shall be administered by a committee of Directors of
the Company ("Committee") to be appointed from time to time by
the Company's Board of Directors and to consist of not less
than three members of the Board.
(b) Subject to the terms of the Plan, the Committee shall have
full and final authority to determine the persons who are to
be granted options under the Plan and the number of shares
subject to each option, the option price, the form, terms and
conditions of the options, whether stock appreciation rights
shall be issued in conjunction with such options or with
respect to options theretofore issued under the Plan, and the
time or times when each option becomes exercisable and the
duration of the exercise period, and to make such other
determinations as may be appropriate or necessary for the
administration of the Plan.
(c) The Committee shall select one of its members as the Chairman,
and shall hold its meetings at such times and places as it
shall deem advisable. At least one half of its members shall
constitute a quorum, and all determinations of the Committee
shall be made by a majority of its members who are present. In
the event a member may be granted options under the Plan, the
determination shall be made by the Company's Board of
Directors. Any decision or determination reduced to writing
and signed by a majority of all of the members shall be fully
as effective as if made
<PAGE>
Amended Nonqualified Stock Option Plan
October 12, 1995
Page 2
by a majority vote at a meeting duly called and held. The
Committee may appoint a Secretary, shall keep minutes of its
meetings, and may make such rules and regulations for the
conduct of its business and for the carrying out of the Plan
as it shall deem appropriate.
(d) The interpretation and construction by the Committee of any
provisions of the Plan and of the options granted thereunder
shall be final and conclusive on all persons having any
interest thereunder.
4. Eligible participants. Directors, officers and key employees of the
Company or a subsidiary shall be eligible to participate in the Plan.
5. Options price. The purchase price under each option shall not be less
than the fair market value of the stock at the time of the grant of the
option, provided, that stock appreciation rights granted with respect
to the shares of stock covered by an outstanding option, by way of
amendment thereof, may be granted on the basis of the option price for
such shares fixed by the initial grant of such option.
6. Terms of option. No option shall be granted for a term in excess of ten
years from the date it is granted.
7. Stock appreciation rights. In connection with the grant of any stock
option, the Committee may grant a stock appreciation right pursuant to
which the optionee shall have the right to surrender all or part of
such stock option and to exercise the stock appreciation right (the
"call") and thereby obtain payment of an amount equal to the difference
between the aggregate option price of such shares so surrendered and
the fair market value of such shares on the date of such surrender. The
call of such stock appreciation rights shall be subject to such
limitations (including, but not limited to, limitations as to time and
amount) as the Committee may deem appropriate. The Committee shall have
sole discretion either to consent to or disapprove any election by the
optionee as to form of payment, as well as any election by him to
exercise his stock appreciation right at any time after such election.
Such payment may be made in shares of common stock (at its fair market
value on the date of call), or in cash, or partly in such shares and
partly in cash, at the discretion of the Committee. The Committee may
grant stock appreciation rights with respect to outstanding options by
way of amendment of such options, but no such amendment shall be made
where the optionee is within one year of normal retirement.
8. Limitation on transfer of options. The option (including any stock
appreciation right pertaining thereto) shall not be transferable
without approval of the Committee, except by will or by the laws of
descent and distribution.
9. Exercise of option. Each exercise of an option granted hereunder,
including the call of a stock appreciation right, whether in whole or
in part, shall be by written notice to the Chief Executive Officer of
the Company designating the number of shares for which the option is
exercised, and, where stock is to be purchased pursuant to such
exercise, shall be accompanied by payment in full for the number of
shares so designated.
<PAGE>
Amended Nonqualified Stock Option Plan
October 12, 1995
Page 3
10. Condition to exercise of option. In order to enable the Company to
comply with the Securities Act of 1933, the Company may require any
person to whom an option is granted, his legal representative, heir,
legatee, or distributee, or a transferee, as a condition of the
exercising of any option granted hereunder, to give written assurance
satisfactory to the Company that the stock subject to the option is
being acquired for investment only, with no view to the distribution of
same, and that any subsequent resale of any such shares either shall be
made pursuant to a registration under the Securities Act.
11. Termination of option. An option shall terminate and no rights
thereunder may be exercised if the person to whom it is granted ceases
to be employed whether by the Company or by the subsidiary except that:
(a) If his employment is terminated by any reason other than for
cause or his death, he may, at any time within not more than
two (2) years after termination of his employment, exercise
his option rights but only to the extent that they are
exercisable by him on the date of termination of his
employment; provided however, that if the shares underlying
the option have been duly registered with the Securities and
Exchange Commission, then he may, at any time within not more
than three months after termination of his employment,
exercise his option rights but only to the extent that they
are exercisable by him on the date of termination of his
employment; or
(b) If his employment is terminated for cause, i.e. deliberate,
willful or gross misconduct as determined by the Committee,
all rights under this option shall terminate and expire upon
such termination; or
(c) If he dies while in the employ of the Company or a subsidiary,
or within not more than three months after the termination of
his employment, his option rights may be exercised at any time
within 18 months following his death by the person or persons
to whom his rights under the option shall pass by will or by
the laws of the descent and distribution; provided, however
that with respect to decedents who were employees at the time
of their death:
(1) Any installment limitations that would otherwise
apply shall be waived; and
(2) All unexpired call periods of stock appreciation
rights shall be accelerated and extended so that the
stock appreciation rights shall be accelerated and
extended so that the stock appreciation covered
thereby may be called at any time and to the full
extent that the option may be so exercised; and
With respect to decedents who were not employees at the time
of death, such option rights may be exercised or called only
to the extent exercisable or callable on the date of
termination of employment; provided
<PAGE>
Amended Nonqualified Stock Option Plan
October 12, 1995
Page 4
further, however, that in no event may any option rights be
exercised by anyone after the expiration of the term of the
option.
12. Limitations on exercise of option rights.
(a) Minimum period prior to exercise; installments. The Committee
may establish at the time the option is granted a minimum
period of continuous employment prior to exercise or vesting
of rights under the option. Thereafter, the option may be
exercisable in whole or in installments, as determined by the
Committee at the time the option is granted.
(b) Minimum number of shares. The minimum number of shares with
respect to which option rights may be exercised in part at any
time shall be as determined by the Committee at the time the
option is granted.
13. Amendments to the plan. The Company's Board of Directors may from time
to time make such amendments to the Plan as it may deem proper and in
the best interests of the Company or a subsidiary provided that,
(a) No amendment shall be made which (1) would impair, without the
consent of the optionee, any option theretofore granted under
the Plan or deprive any optionee of any shares of stock of the
Company which he may have acquired through or as a result of
the Plan, or (2) would withdraw the administration of the Plan
from a Committee of Directors of the Company meeting the
qualifications set forth in Section 3(a) hereof.
(b) Any such amendment which would (1) materially increase the
benefits accruing to participants under the Plan; (2)
materially increase the number of securities which may be
issued under the Plan; or (3) materially modify the
requirements as to eligibility for participation in the Plan,
shall be submitted to the stockholders of the Company for
their approval at the next annual or special meeting after
adoption by the Board of Directors, and, if such stockholder
approval is not obtained, the amendment, together with any
actions taken under the plan on the necessary authority of
such amendment, shall be null and void.
14. Termination of plan. The Plan may be terminated at any time by the
Company's Board of Directors except with respect to options then
outstanding under the Plan.
15. Adjustment in shares covered by plan. If any change is made in the
stock subject to the Plan, or subject to any option granted under the
Plan, through merger, consolidation, reorganization, recapitalization,
stock dividend, stock split, combination of shares, rights offerings,
change in the corporate structure of the Company, or otherwise,
appropriate adjustment shall be made as to the maximum number of shares
subject to the Plan, and the number of shares and prices per share of
stock subject to outstanding options.
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 31, 1999
included in Chadmoore Wireless Group, Inc.'s Form 10-KSB for the year ended
December, 31 1998 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
February 14, 2000
