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Registration No. 333-______
As filed with the Securities and Exchange Commission on February 17, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VERSAILLES CAPITAL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Colorado 84-1044910
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(State of Incorporation) (IRS Employer Identification No.)
1200 17th Street, Suite 1000
Denver, Colorado 80202
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(Address of Principal Executive Offices)
Consulting Agreement
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(Full Title of the Plan)
L. Michael Underwood, President
Versailles Capital Corporation
1200 17th Street, Suite 1000
Denver, Colorado 80202
(303) 534-1119
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(Name, Address and Telephone Number of Agent for Service)
Copies to:
Jon D. Sawyer, Esq.
Krys Boyle Freedman & Sawyer, P.C.
600 17th Street, Suite 2700 S.T.
Denver, Colorado 80202
(303) 893-2300
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH AMOUNT MAXIMUM MAXIMUM
CLASS OF SECUR- TO BE OFFERING AGGREGATE AMOUNT OF
ITIES TO BE REGIS- PRICE PER OFFERING REGISTRATION
REGISTERED TERED SHARE (1) PRICE FEE
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Common Stock 680,520 $.01 $6,800.00 $100.00
$.05 Par Value
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to subparagraph (f) of Rule 457 by reference to the book value of the
securities since the securities are being exchanged for a like number of
shares of the Registrant's common stock and there is currently no market for
the Registrant's common stock.
This Registration Statement shall become effective upon filing in accordance
with Section 8(a) of the Securities Act of 1933, as amended, and 17 C.F.R.
462.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by Versailles Capital
Corporation (the "Company") with the Securities and Exchange Commission under
the Securities Exchange Act of 1934 (the "Exchange Act") are hereby
incorporated herein by reference:
(1) The Company's Form 10-KSB for the fiscal year ended March 31, 1998.
(2) The Company's Quarterly Reports on Form 10-QSB for the quarters
ended June 30, 1998, September 30, 1998, and December 31, 1998.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof
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 a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
All shares of Common Stock bear equal voting rights and are not
assessable. Voting rights are not cumulative, and so holders of more than 50%
of the shares could, if they chose, elect all the Directors. Upon
liquidation, dissolution or winding up of the Company, the assets of the
Company, after payment of liabilities and any liquidation preferences on any
outstanding preferred stock, will be distributed pro rata to the holders of
the Common Stock. The holders of the Common Stock do not have preemptive
rights to subscribe for any securities of the Company and have no right to
require the Company to redeem or purchase their shares. Holders of Common
Stock are entitled to share equally in dividends when, as and if declared by
the Board of Directors, out of funds legally available therefor.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, Director or Officer of the
Company is insured or indemnified in any manner against any liability which he
may incur in his capacity as such, is as follows:
(a) The Company has the power under the Colorado Business Corporation
Act to indemnify any person who was or is a party or is threatened to be made
a party to any action, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a Director,
Officer, employee, fiduciary, or agent of the Company or was serving at its
request in a similar capacity for another entity, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection therewith if he acted in good faith
and in a manner he reasonably believed to be in the best interest of the
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corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In case of an action
brought by or in the right of the Company such persons are similarly entitled
to indemnification if they acted in good faith and in a manner reasonably
believed to be in the best interests of the Company but no indemnification
shall be made if such person was adjudged to be liable to the Company for
negligence or misconduct in the performance of his duty to the Company unless
and to the extent the court in which such action or suit was brought
determines upon application that despite the adjudication of liability, in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnification. In such event, indemnification is limited to
reasonable expenses. Such indemnification is not deemed exclusive of any
other rights to which those indemnified may be entitled under the Articles of
Incorporation, Bylaws, agreement, vote of shareholders or disinterested
directors, or otherwise.
(b) The Articles of Incorporation and Bylaws of the Company generally
require indemnification of Officers and Directors to the fullest extent
allowed by law.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant, the Registrant has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. List of Exhibits.
The following documents are filed as exhibits to this Registration
Statement:
EXHIBIT
NUMBER DESCRIPTION / LOCATION
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3.1 Amended and Restated Articles of Incorporation *
3.2 Amended and Restated Bylaws *
5 Opinion of Krys Boyle Freedman & Sawyer, P.C. **
23.1 Consent of Krys Boyle Freedman & Sawyer, P.C. (contained in
Exhibit 5)
23.2 Consent of Schumacher & Associates, Inc., Certified Public
Accountants **
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* Incorporated by reference to the Registrant's Registration Statement on Form
10-SB, Registration No. 0-22865, as filed with the Commission on July 22,
1997, and amended on Form 10-SB/A-1, filed with the Commission on February 25,
1998.
** Filed herewith electronically.
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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,
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;
provided, however, that subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference 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.
(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 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 Item 6, 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 Denver, State of Colorado, on this 17th day of
February 1999.
VERSAILLES CAPITAL CORPORATION
Dated: February 17, 1999 By:/s/ L. Michael Underwood
L. Michael Underwood, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the capaci-
ties and on the dates indicated.
SIGNATURE TITLE DATE
/s/ L. Michael Underwood President and Director February 17, 1999
L. Michael Underwood
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING/LOCATION
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3.1 Amended and Restated Incorporated by reference to the
Articles of Incorporation Registrant's Registration Statement
on Form 10-SB, Registration No.
0-22865, as filed with the Commission
on July 22, 1997, and amended on Form
10-SB/A-1, filed with the Commission
on February 25, 1998.
3.2 Amended and Restated Incorporated by reference to the
Bylaws Registrant's Registration Statement
on Form 10-SB, Registration No.
0-22865, as filed with the Commission
on July 22, 1997, and amended on Form
10-SB/A-1, filed with the Commission
on February 25, 1998.
5 Opinion of Krys Boyle Filed herewith electronically
Freedman & Sawyer, P.C.
23.1 Consent of Krys Boyle Contained in Exhibit 5
Freedman & Sawyer, P.C.
23.2 Consent of Schumacher & Filed herewith electronically
Associates, Inc., Certified
Public Accountants
KRYS BOYLE FREEDMAN & SAWYER, P.C.
Attorneys At Law
600 Seventeenth Street, Suite 2700 South Tower
Denver, CO 80202
Telephone: (303) 893-2300
Facsimile: (303) 893-2882
February 17, 1999
L. Michael Underwood, President
Versailles Capital Corporation
1200 17th Street, Suite 1000
Denver, Colorado 80202
Re: SEC Registration Statement on Form S-8
Gentlemen:
We are counsel for Versailles Capital Corporation, a Colorado corporation
(the "Company") in connection with its registration under the Securities Act
of 1933, as amended (the "Act"), of 680,520 shares of common stock which may
be issued pursuant to a Consulting Agreement through a Registration Statement
on Form S-8 as to which this opinion is a part, to be filed with the
Securities and Exchange Commission (the "Commission").
In connection with rendering our opinion as set forth below, we have
reviewed and examined originals or copies identified to our satisfaction of
the following:
(1) Articles of Incorporation of the Company as filed with the Secretary
of State of the State of Colorado, as amended.
(2) Minute book containing the written deliberations and resolutions of
the Board of Directors and Shareholders of the Company.
(3) The Registration Statement.
(4) The exhibits to the Registration Statement to be filed with the
Commission.
We have examined such other documents and records, instruments and
certificates of public officials, officers and representatives of the Company,
and have made such other investigations as we have deemed necessary or
appropriate under the circumstances.
Based upon the foregoing and in reliance thereon, it is our opinion that
the 680,520 shares of the Company's $.05 par value common stock which may be
issued pursuant to the Consulting Agreement will, upon the issuance and
delivery in accordance with the terms of such Agreement, be duly and validly
authorized, legally issued, fully paid and non-assessable.
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We hereby consent to the filing of this opinion as an exhibit to the
referenced Registration Statement on Form S-8.
Very truly yours,
KRYS BOYLE FREEDMAN & SAWYER, P.C.
By /s/ Jon D. Sawyer
Jon D. Sawyer
SCHUMACHER & ASSOCIATES, INC.
Certified Public Accountants
12835 E. Arapahoe Road, Tower II, Suite 110
Englewood, Colorado 80112
(303) 792-2466 FAX (303) 792-2467
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Versailles Capital Corporation on Form S-8 of our report dated June 22, 1998,
on our audit of the balance sheet of Versailles Capital Corporation as of
March 31, 1998, and the related statement of operations, changes in
stockholders' equity, and cash flows for the two years then ended, which
report is included in the Annual Report on Form 10-KSB for the year ended
March 31, 1998.
/s/ Schumacher & Associates, Inc.
SCHUMACHER & ASSOCIATES, INC.
Englewood, Colorado
February 16, 1999
