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 Drive, Suite 615 R. Gene Klawetter, President
Denver, Colorado 80209 3773 Cherry Creek Drive, 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 EMPLOYEE STOCK COMPENSATION 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
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) 2,000,000 $.43 $860,000 $296.55
(1) The securities registered hereunder are shares of the registrant's
common stock, $.0001 par value, subject to issuance under the
registrant's 1993 Employee Stock Compensation Plan ("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 29, 1996;
(b Company's quarterly report on Form 10-QSB for the fiscal quarter
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 additions, all documents filed by the Company pursuant to Section 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. anticipates that 50,000 shares of the Company's stock
will be issued to him under the Plan for services rendered. Mr. Brasher,
special counsel to the Company, prepared the legal opinion included as part
of this Registration Statement.
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 reasonable
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.
5.1 Consent and opinion of Brasher & Company, counsel to the Company
10.3 1993 Employee Stock Compensation Plan of the Company
23.1 Consent of Causey Demgen & Moore Inc., independent certified
public 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 determinig 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.
(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 jursidiction 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.
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: September 27, 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 09/27/96
R. Gene Klawetter Chief Executive Officer, President
/s/ Daniel M. Smith Acting Chief Financial Officer, 09/27/96
Daniel M. Smith Chief Accounting Officer, Controller
/s/ Kenneth Adelberg Director 09/27/96
Kenneth Adelberg
/s/ Ian McDonald Director 09/27/96
Ian McDonald
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 ... 2
10.3 1993 Employee Stock Compensation Plan of the Company ............... 1
23.1 Consent of Causey Demgen & Moore Inc., independent certified public
accountants ........................................................ 2
1 Incorporated by reference to Exhibit 10.3 to the Company's report on
Form 8-K dated July 14, 1993.
2 Exhibit filed herewith this Registration Statement on Form S-8.
September 27, 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 Employee Stock Compensation 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 2,000,000 shares of the Company's common
stock $.0001 par value ("Shares"), which may be issued pursuant to the
Company's 1993 Employee Stock Compensation 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.
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 Jr.
for the Firm
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
September 26, 1996
