Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under The Securities Act of 1933
AMERICAN DIGITAL COMMUNICATIONS, INC.
(Exact name of Registrant as specified in charter)
Wyoming 13-3411167
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
3773 Cherry Creek North Drive, R. Gene Klawetter
Suite 615 3773 Cherry Creek North Drive,
Denver, Colorado 80209 Suite 615
(303) 377-9486 Denver, Colorado 80209
(Address and telephone number of (303) 377-9486
registrant's principal executive (Name, address and telephone number
offices and principal place of of agent for service)
business)
1993 COMPENSATORY STOCK OPTION PLAN
(Full Title of the Plan)
Copies to:
John D. Brasher Jr., Esq.
Brasher & Company, Attorneys at Law
90 Madison Street, Suite 707, Denver, Colorado 80206
(303) 355-3000
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, check the following line: X
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CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Each Class Amount Maximum Maximum Amount of
of Securities Being Offering Price Aggregate Registration
Being Registered Registered Per Share Offering Price (2) Fee (3)
Common Stock (1) 4,000,000 $0.50 $2,000,000.00 $689.66
(1) The securities registered hereunder are shares of the registrant's common
stock, $.0001 par value, subject to issuance upon the exercise of stock
options granted under the registrant's 1993 Compensatory Stock Option
Plan.
(2) Estimated for purpose of calculating the registration fee.
(3) The fee with respect to these shares has been calculated pursuant to Rules
457(h) and 457(c) under the Securities Act of 1933, as amended, and based
upon the average of the bid and ask prices 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 quoted on the OTC Electronic Bulletin
Board.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this registration
statement of American Digital Communications, Inc., a Wyoming corporation
("Company"), and in the related Section 10(a) prospectus:
(a) The Company's annual report on Form 10-KSB for the fiscal year ended
February 28, 1996;
(b) Company's quarterly reports on Form 10-QSB for the fiscal quarters
ended May 31, 1996;
(c) Item 1 (Description of Registrant's Securities to be Registered)
contained in the Company's registration statement on Form 8-A, file
no. 0-28506.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
registered hereunder have been sold and 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.
Incorporated by reference to Item 1 (Description of Registrant's Securities
to be Registered) contained in the Company's registration statement on Form
8-A, file no. 0-28506.
Item 5. Interests of Named Experts and Counsel.
John D. Brasher Jr., Esquire, is the proprietor of Brasher & Company,
counsel to the Company, which has rendered an opinion in connection with the
registration of common shares hereunder. Mr. Brasher, who is the corporate
secretary of the Company, has been granted options to purchase an aggregate
of 250,000 shares of the common stock of the Company being registered under
cover of this registration statement on Form S-8, pursuant to the 1993
Compensatory Stock Option Plan. Mr. Brasher also is the registered holder and
beneficial owner of 132,313 shares previously issued not in connection with
such plan.
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Item 6. Indemnification of Officers and Directors.
Pursuant to the Company's Articles of Incorporation and bylaws, the Company
may indemnify its directors, officers, employees and agents to the full
extent permissible under the Wyoming Business Corporation Act, as effective
from time to time, or any other applicable law. Under the Wyoming Business
Corporation Act, the Company has the power to indemnify directors, officers,
employees and agents under certain prescribed circumstances against
reasonable expenses (including court costs and attorney's fees), judgments,
penalties, fines, and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding, whether civil,
criminal, administrative or investigative, to which any of them is a party
by reason of his being a director, officer, employee, or agent of the Company
if it is determined that he acted in accordance with the applicable standard
of conduct set forth in such statutory provisions, subject to certain
limitations and exclusions.
Item 7. Exemption from Registration Claimed.
Not applicable; no common shares of the Company registered hereunder have
been issued.
Item 8. Exhibits.
Number Description
5.1 Consent and opinion of Brasher & Company, counsel to the Company
10.1 1993 Compensatory Stock Option Plan of the Company
23.1 Consent of Causey Demgen & Moore Inc., independent accountants
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and sales are being made,
a post-effective amendment to this registration statement 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 such 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.
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(4) 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
(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 initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, 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 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 Denver, Colorado, on the date below.
DATED: July 18, 1996
AMERICAN DIGITAL COMMUNICATIONS, INC.
By: /s/ R. Gene Klawetter
R. Gene Klawetter
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities and on the dates respectively indicated.
Signature Title Date
/s/ R. Gene Klawetter Director, Chairman of the Board 7/18/96
R. Gene Klawetter Chief Executive Officer, President
/s/ Daniel M. Smith Acting Chief Financial Officer, 7/18/96
Daniel M. Smith Chief Accounting Officer, Controller
/s/ Kenneth Adelberg Director 7/18/96
Kenneth Adelberg
/s/ Ian McDonald Director 7/18/96
Ian McDonald
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under The Securities Act of 1933
EXHIBITS
AMERICAN DIGITAL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
EXHIBIT INDEX
The following exhibits are included as part of this registration statement,
except those marked as having previously been filed with the Securities and
Exchange Commission and which are incorporated by reference to another
registration statement, report or form. References to the "Company" in this
Exhibit Index mean AMERICAN DIGITAL COMMUNICATIONS, INC., a Wyoming
corporation.
5.1 Consent and opinion of Brasher & Company, counsel to the Company .. R-6
10.1 1993 Compensatory Stock Option Plan of the Company .................. 1
23.1 Consent of Causey Demgen & Moore Inc., independent accountants .... R-9
1. Incorporated by reference to Exhibit 10.1 to the Company's report on Form
8-K dated July 14, 1993.
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July 12, 1996
Board of Directors
AMERICAN DIGITAL COMMUNICATIONS, INC.
3773 Cherry Creek North Drive, Suite 615
Denver, Colorado 80209
Re: Registration Statement on Form S-8
1993 Compensatory Stock Option Plan
Gentlemen:
We have acted as counsel to AMERICAN DIGITAL COMMUNICATIONS, INC., a
Wyoming corporation ("Company"), in connection with the preparation and
filing with the U.S. Securities and Exchange Commission ("Commission") under
the Securities Act of 1933, as amended ("Act"), of the Company's registration
statement on Form S-8 (together with all amendments, supplements and exhibits,
the "Registration Statement"). This Registration Statement relates to the
registration under the Act of 4,000,000 shares of the Company's common stock,
$.0001 par value ("Shares"), which may be issued pursuant to the Company's
1993 Compensatory Stock Option Plan ("Plan").
In connection with the opinions herein expressed, we have reviewed the Plan
and the Registration Statement and included prospectus, and have examined and
relied upon, as to factual matters, originals or certified or photostatic
copies of such corporate records, including, without limitation, minutes of
the Board of Directors and other instruments, certificates of corporate
officers and such other documents as we have deemed necessary or appropriate
for the opinions expressed herein. In making such examinations, we have
assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of documents submitted to us as originals, the
conformity to original documents of documents submitted to us as certified
or photostatic copies, and the authenticity of originals of such photostatic
copies.
We have examined and relied upon, as to matters of law, such statutes,
rules and judicial precedents and such other considerations of law as we, in
our judgment, have deemed necessary or appropriate for the purposes of
rendering the opinions expressed herein.
Based upon and in reliance upon the foregoing, and subject to the
qualifications and limitations herein set forth, we are of the opinion that,
when the Registration Statement shall have become effective pursuant to the
rules and regulations of the Commission, and the Shares have been sold and
issued as contemplated in the Registration Statement, such Shares will be
legally issued, fully paid and nonassessable.
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This opinion is limited to the laws of the United States of America and the
laws of the State of Wyoming, and we express no opinion with respect to the
laws of any other jurisdiction.
We consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement and to all references made to our firm in the
Registration Statement. However, in rendering this opinion, we do not hereby
admit that we are acting within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission under the Act.
This opinion is being delivered and is intended for use solely in regard to
the transactions contemplated by the Registration Statement and may not be
used, circulated, quoted in whole or in part or otherwise referred to for any
purpose without our prior written consent and may not be relied upon by any
person or entity other than the Company, its successors and assigns. This
opinion is based upon our knowledge of law and facts as of its date. We
assume no duty to communicate to you with respect to any matter which comes to
our attention hereafter.
Very truly yours,
BRASHER & COMPANY
John D. Brasher
for the Firm
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
In connection with the foregoing Registration Statement on Form S-8 to be
filed with the Washington, D.C. Office of the U.S. Securities and Exchange
Commission, we hereby consent to the incorporation by reference herein to our
report dated April 10, 1996 which appears in the annual report on Form 10-KSB
of American Digital Communications, Inc. for the year ended February 29, 1996.
CAUSEY DEMGEN & MOORE INC.
Denver, Colorado
July 18, 1996
