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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CONCAP, INC.
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(Exact name of issuer as specified in its charter)
TEXAS 76-0252296
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
586 East Woolbright Road, Suite 466
Boynton Beach, Florida 33435
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(Address of principal executive offices)
CONSULTANT'S STOCK AGREEMENTS
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(Full title of the Plan)
Carl H. Canter
The Canter Corporation
586 East Woolbright Road, Suite 466
Boynton Beach, Florida 33435
(561) 265-3221
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(Name, address and telephone number of agent for service)
Approximate date of commencement of sales pursuant to the Plan: As soon as
possible after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF PROPOSED
SECURITIES AMOUNT PROPOSED MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE(a) OFFERING PRICE FEE
- ---------- ------------- ---------------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock 2,621,000 shs. $ .05 $131,050 $ 100
</TABLE>
(a) Estimated solely for the purpose of calculating the registration fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in the
registration statement:
(a) The registrant's latest annual report on Form 10-K, or, if the
financial statements therein are more current, the registrant's latest
prospectus, other than the prospectus of which this document is a part, filed
pursuant to Rule 424(b) or (c) of the Securities Exchange Commission under the
Securities Act of 1933.
(b) All other reports filed by the registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report or the prospectus referred to in (a)
above.
All documents subsequently filed by the registrant 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 to the registration statement which indicates that
all of the shares of common stock offered have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be incorporated by
reference in the 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.
Item 4. DESCRIPTION OF SECURITIES.
COMMON STOCK. Holders of shares of Common Stock are entitled to one
vote per share on all matters to be voted on by shareholders, including the
election of directors. The holders of Common Stock are entitled, upon
liquidation or dissolution of the Company, to receive pro rata all assets
remaining available for distribution to shareholders. The Common Stock has no
pre-emptive or other subscription rights, and there are no conversion rights or
redemption or sinking fund provisions with respect to such shares. All the
outstanding shares of Common Stock, including the shares of Common Stock to be
outstanding in this Offering, are validly issued, fully paid (in cash or
services) and non-assessable.
The holders of Common Stock are entitled to receive such dividends, if
any, as may be declared from time to time by the Board of Directors, in its
discretion, from funds legally available
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therefor. The Company currently intends to retain all earnings for use in its
business. Accordingly, it is anticipated that no dividends will be paid in the
foreseeable future.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is hereby made to the provisions of the Texas Business
Corporation Law which provides for indemnification of directors and officers
under certain circumstances.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The exhibits to the registration statement are listed in the Exhibit
Index elsewhere herein.
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.
(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.
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(3) To remove 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 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the pros-pectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 or Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons or the registrant pursuant to the provisions described in 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
proceedings) 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 is 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 thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in Boca Raton, Florida on June 19, 1998.
CONCAP, INC.
By: /s/ CARL H. CANTER
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Carl H. Canter
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ CARL H. CANTER President and Director June 19, 1998
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Carl H. Canter
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EXHIBIT INDEX
NO. DESCRIPTION PAGE
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5 Opinion of Joel Bernstein
23.1 Consent of Accountant
24.2 Consent of Joel Bernstein
(contained in Exhibit 5)
SEC/FormS-8.997
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EXHIBIT 5
LAW OFFICES
JOEL BERNSTEIN
AREA CODE 305
P. O. BOX 330072 TELEPHONE: 751-3008
MIAMI, FLORIDA 33233 FACSIMILE: 751-4928
June 19, 1998
Concap, Inc.
586 E. Woolbright Rod, Suite 466
Boynton Beach, FL 33435
Gentlemen:
I have acted as special counsel to Concap, Inc., a Texas corporation (the
"Corporation"), in connection with the offering of 2,621,000 shares of Common
Stock pursuant to consultants stock plan. The shares are being registered
pursuant to Registration Statement on Form S-8 filed with the Securities and
Exchange Commission (the "Registration Statement").
I have acted as special counsel to the Corporation in connection with the
preparation of the above-referenced Registration Statement.
Please be advised that I am of the opinion that the Corporation's Common Stock
has been duly authorized by the Corporation, and when sold, will be validly
issued by the Corporation and fully paid and non-assessable.
I consent to the use of my name in the Registration Statement in the section of
the Prospectus entitled "Legal Matters" and the filing of this letter as an
exhibit to the Registration Statement.
Yours very truly,
/s/ JOEL BERNSTEIN
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JB:jk Joel Bernstein
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Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 31, 1998 (which report contains an
explanatory paragraph referring to an uncertainty as to the Company's ability to
continue as a going concern) relating to the financial statements of ConCap,
Inc. which was filed with its Form 10-K for the fiscal year ended May 31, 1998.
RACHLIN COHEN & HOLTZ
Fort Lauderdale, Florida
June 24, 1998
