SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
WESTAMERICA CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA
(State or other jurisdiction of incorporation)
73-1323822
(I.R.S. Employer Identification Number)
3300 34th Ave. Suite 148, Ocala, FL 34474
(Address of Principal Executive Offices)(Zip code)
Consultant Services Plan
(Full Title of Plan)
Daniel M. Boyar, President
3300 S.W. 34th Ave. Suite 148
Ocala, Florida 34474
(Name and address of agent for services)
(352) 861-0012
(Telephone number, including area code, of agent for service)
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 REINVESTMENT PLAN,
CHECK THE FOLLOWING BOX: [X]
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO BE
REGISTERED: Common Stock
AMOUNT TO BE REGISTERED: 700,000 Shares
PROPOSED MAXIMUM OFFERING
PRICE PER UNIT: $.50(1)
PROPOSED MAXIMUM AGGREGATE
OFFERING PRICE: $350,000(1)
AMOUNT OF REGISTRATION FEE: $200.00
(1) Computed Pursuant to Rule 457( c) solely for the purpose of
calculating the registration fee and not as a representation as
to any actual proposed price. The fee is based upon the public
trading price (average of low and high) of the common stock on
December 16, 1997.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a)PROSPECTUS
Pursuant to Rule 428(b)(1), the information required by Part I
is included in documents sent or given to each consultant of
Westamerica Corporation, a Oklahoma corporation ("Company").
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 - Incorporation of Documents by Reference
The following documents are incorporated by reference into
this Registration Statement and made a part hereof:
(a) The Registrant's latest Annual Report on Form 10-K for
the fiscal year ended March 31,1997, filed under
Section 13(a) or 15(d) of the Securities Act of 1934,
as amended (the "Exchange Act").
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the Registrant
document referred to in (a) immediately above.
All documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which registers 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. 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 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.
General
The Company has 50,000,000 authorized shares of Common Stock,$.01
par value per share. Shares may be issued for such consideration
as fixed by the Board.
Voting Rights
Each share of common stock entitles the holder thereof to one
vote, in person or by proxy, at meetings of shareholders or by
written consent. The holders are not permitted to vote their
shares cumulatively. Accordingly, the holders of more than fifty
(50%) percent of the issued and outstanding shares of Common
Stock can elect all of the directors of the Company.
Dividend Policy
All shares of Common Stock are entitled to participate ratably in
dividends when and as declared by the Company's Board of
Directors out of the funds legally available thereof. Any such
dividends may be paid in cash, property or additional shares of
Common Stock. The Company presently anticipates that all
earnings, if any, will be retained for development of the
Company's business and that no dividends on the shares of Common
Stock will be declared in the foreseeable future. Any future
dividends will be subject to the discretion of the Company's
Board of Directors and will depend upon, among other things,
future earnings, the operating and financial condition of the
Company, its capital requirements, general business conditions
and other pertinent factors.
Miscellaneous
The Company's Common Stock is traded on NASDAQ. Holders of Common
Stock have no preemptive or other subscription rights, conversion
rights, redemption or sinking fund right. In the event of the
dissolution, whether voluntary or involuntary, of the Company,
each share of Common Stock is entitled to share ratably in any
assets available for distribution to holders of the equity of the
Company after satisfaction of all liabilities. The class of
securities to be offered is registered under Section 12 of the
Exchange Act.
The Transfer Agent for the Company's Common Stock is:
Securities Transfer Corp.
16910 Dallas Parkway
Suite 100
Dallas Texas 75248
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation and By-Laws contain
provisions which reduce the potential personal liability of
directors for certain monetary damages and provide for indemnity
of directors and other persons, among other things, as does state
law.
The provisions are intended to increase the protection provided
Directors and, thus, increase the Company's ability to attract
and retain qualified persons to serve as Directors. Oklahoma
Statues, as amended, Chapter 53, authorizes the indemnification
of officers and directors and certain others under certain
circumstances. The Articles of Incorporation also provide
indemnification. In general, indemnification may exist as
follows:
(a) A person who is or was a officer, Director and certain
others, as to a pending or completed action or suit or certain
other matters.
(b) Certain persons serving under other corporations,
and/or certain other entities, at the request of the Company.
(C) Indemnification for expenses in certain circumstances.
(d) Indemnification only in cases as ordered by court or
determined by the Board.
(e) Indemnification is non-exclusive as to any other rights
to indemnity.
(f) The foregoing is also subject to certain exceptions and
limitations.
The Bylaws also provide indemnification in certain cases. In the
opinion of the Securities and Exchange Commission,
indemnification for liabilities arising under the Securities Act
of 1933 is contrary to public policy and, therefore, is
unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See - Exhibits and Exhibit Index herein.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1)To file, during any period in which it offers or sells securities,
a post-effective amendment to this
Registration Statement to:
(i) Include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement: and notwithstanding
the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered)and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b)if, in the aggregate, the changes in the
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) Include any additional or changed material information
on the plan of distribution.
(2) For determining liability under the Securities Act,
treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering.
(3) For determining any liability under the Securities Act, treat
the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the small business
issuer under Rule 424(b)(1), or (4) or 497(h)under the Securities
Act as part of this registration statement as of the time
Commission declared it effective.
(4) For determining any liability under the Securities Act, treat
each post-effective amendment as a new registration statement
for the securities offered, and the offering of the securities at
that time to be the initial bona fide offering.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act"), 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 Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
The Registrant. 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 Ocala , State of
Florida, on December 17 , 1997. 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 date
indicated.
Westamerica Corporation
_______________________________________
Daniel Boyar, President
(Principal Executive Officer)
and Director
_______________________________________
Michael Harte, Treasurer
(Principal Financial Officer)
and Director
EXHIBITS TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
WESTAMERICA CORPORATION
EXHIBIT INDEX
EXH.
NO. DESCRIPTION DOCUMENT PAGE
4 INSTRUMENTS DEFINING (a) ARTICLES OF INCORPORATED FROM
RIGHTS OF SECURITIES INCORPORATION & COMMISSION FILE NO.
HOLDERS AMENDMENTS 0-17538
(b) BYLAWS AND
AMENDMENTS SAME AS ABOVE
5 OPINION RE: LEGALITY LETTER E-2
(AND CONSENT)
24 CONSENTS OF EXPERTS LETTERS E-2 (AS TO LEGAL
AND COUNSEL CONSENT)
E-4 (AS TO
ACCOUNTANT'S CONSENT)
9A ADDITIONAL EXHIBITS CONSULTANT E3
SERVICES PLAN
E-1
EXHIBIT 5
OPINION RE: LEGALITY
(AND CONSENT)
E-2
Richard Rossi, Attorney, PA
December 17, 1997
WestAmerica Corporation
Attn: President
3300 S. W. 34th Ave. Suite 148, Ocala, FL 34474
Re: SEC Registration Statement on Form S-8
Dear Sir/Madam:
This firm ("Firm") has been engaged as counsel for WestAmerica
Corporation., a Oklahoma corporation ("Company"), in connection
with its proposed offering under the Securities Act of 1933, as
amended (the "Act"), of seven hundred thousand, ( 700,000) shares
of its Common Stock which are to be issued under a plan for
consulting services by the Company, by a filing of a Registration
Statement under Form S-8 to which this opinion is a part, to be
filed with the Securities and Exchange Commission ("Commission").
In connection with rendering the opinion as set forth below, the
Firm has reviewed and examined originals or copies of the
following:
1. Articles of Incorporation of the Company, and any
amendments, as filed with the Secretary of State of Oklahoma
2. By-laws of the Company and Written Consent or
Minutes of a Meeting of the Board of Directors on or about
December 17 , 1997, authorizing the Consulting Plan ("Plan") with
certain consultants and certain other matters;
3. Consultant Services Plan by the Company dated December
17,1997;
4. The Company's Registration Statement on Form S-8 and
exhibits thereto as filed with the Commission.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all persons, the authenticity
of all documents submitted to the Firm as originals, the
conformity with the original documents of all documents submitted
to the Firm as certified or photostatic copies, and the
authenticity of the originals of such copies and the truth of all
information supplied us. We have further assumed, among other
things, that the recipient of the Shares will have completed the
required services, and/or provided considerations required
acceptable to the Board of Directors and in compliance with Form
S-8 and that any Shares to be issued will have been registered
in accordance with the Act, absent the application of an
exemption from registration, prior to the issuance of such
Shares. We have not independently investigated or verified any
matter, assumption, or representation.
Based upon the foregoing and in reliance thereof, it is our
opinion that, subject to the limitations set forth herein, the
Shares to be issued will be duly and validly authorized, legally
issued, fully paid and nonassessable.
This opinion is expressly limited in scope to the Shares enumerated
herein which are to be expressly covered by the referenced
Registration Statement anddoes not cover subsequent issuances of shares,
pertaining to services to be performed in the future (such transactions are
required to be included in either a new Registration Statement or
a Post-Effective Amendment to the Registration Statement
including updated opinions), or Oklahoma law. This opinion is
limited. We consent to you filing this opinion with the
Commission as an exhibit to the Registration Statement on Form
S-8. 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 upon our assumptions as
to application of the law and facts as of the date hereof. We
assume no duty to communicate with you with respect to any
matters which come to our attention hereafter.
Sincerely yours,
Richard Rossi, Attorney, P.A.
EXHIBIT 10
CONSULTANT SERVICES PLAN
E-3
CONSULTANT SERVICES PLAN
THIS CONSULTANT SERVICES PLAN ("Plan") is made as of the 17th day
of December, 1997 by WESTAMERICA CORPORATION, a Oklahoma
corporation ("Company"), for each consultant acceptable to the
board each a "Consultant").
R E C I T A L S:
The Company wishes to grant, and the Consultant wishes to
receive, as compensation for consultation services provided to
the Company, the Shares of the common stock of the Company
("Common Stock"), all pursuant to the provisions set forth
herein;
NOW, THEREFORE, in consideration of the sum of Ten ($10.00)
Dollars, premises, mutual promises, covenants, terms and
conditions herein, and other good and valuable considerations,
the receipt and sufficiency of which are hereby acknowledged by
the parties, the parties agree as follows:
1. Grant of Shares. The Company hereby grants to any one or more
Consultants selected by the Company up to a total 700,000 shares
of Common Stock (the "Shares") in the Company.
2. Services. Consultant has been engaged by the Company and the
Company has received business consultation services including
providing consulting services as to new business opportunities,
promotion of the company to the public and professionals,
personnel recruitment, Internet access, acquisition
opportunities spin-off transactions, restructuring the
capitalization of the Company, and other matters as requested by
the President.
3. Compensation. The Consultant is not entitled to receive cash
compensation. Consultant's compensation is the Shares identified
herein. The parties agree the Shares are valued at $.60 each.
4. Registration or Exemption. Notwithstanding anything to the
contrary contained herein, the Shares may not be issued unless
the Shares are registered pursuant to the Securities Act of
1933, as amended ("Act"), and any applicable state securities
acts, or for such Shares not so registered, the Company has
reasonably determined that such issuance would be exempt from the
registration requirements of the Act and applicable state
securities laws.
5. Delivery of Shares. The Company shall deliver, subject to the
terms and conditions of this Plan, to the Consultant, as soon as
practicable, a Certificate representing the Shares. Consultant
agrees to be bound by the terms and conditions under the Plan by
accepting delivery of the Shares.
6. Company's Rights and Florida Delivery. The existence of the
Shares and/or this Plan shall not affect in any way the rights of
the Company to conduct its business. The Consultant agrees not to
sell or transfer the Shares to any person in Florida.
7. Disclosure. Consultant agrees to having read and fully
considered the disclosures under Exhibit "A" attached hereto and
incorporated herein by reference.
8. Waiver. No waiver is enforceable unless in writing and signed
by such waiving party, and any waiver shall not be construed as
a waiver by any other party or of any other or subsequent breach.
9. Amendments. This Plan may not be amended unless by the mutual
consent of all of the parties hereto in writing.
10. Governing Law. This Plan shall be governed by the laws of the
State of Florida, and the sole venue for any action arising
hereunder shall be Lake County, Florida.
11. Assignment and Binding Effect. Neither this Plan nor any of
the rights, interests or obligations hereunder shall be assigned
by any party hereto without the prior written consent of the
other parties hereto, except as otherwise provided herein. This
Plan shall be binding upon and for the benefit of the parties
hereto and their respective heirs, permitted successors, assigns
and/or delegates.
12. Integration and Captions. This Plan includes the entire
understanding of the parties hereto with respect to the subject
matter hereof. The captions herein are for convenience and shall
not control the interpretation of this Plan.
13. Legal Representation. Each party has been represented by
independent legal counsel in connection with this Plan, or each
has had the opportunity to obtain independent legal counsel and
has waived such right, and no tax advice has been provided to any
party.
14. Construction. Each party acknowledges and agrees having had
the opportunity to review, negotiate and approve all of the
provisions of this Plan.
15. Cooperation. The parties agree to execute such reasonable
necessary documents upon advice of legal counsel in order to
carry out the intent and purpose of this Plan as set forth herein
above.
16. Fees, Costs and Expenses. Each of the parties hereto
acknowledges and agrees to pay, without reimbursement from the
other party (ies), the fees, costs, and expenses incurred by each
such party incident to this Plan.
17. Consents and Authorizations. Each party acknowledges and
agrees that each such party has the full right, power, legal
capacity and authority to enter into this Plan, and the same
constitutes a valid and legally binding Plan of each such party
in accordance with the terms, conditions and other provisions
contained herein.
18. Gender and Number. Unless the context otherwise requires,
references in this Plan in any gender shall be construed to
include all other genders, references in the singular shall be
construed to include the plural, and references in the plural
shall be construed to include the singular.
19. Severability. In the event anyone or more of the provisions of
this Plan shall be deemed unenforceable by any court of competent
jurisdiction for any reason whatsoever, this Plan shall be
construed as if such unenforceable provision had never been
contained herein.
EXHIBIT "A"
Item 1 - Plan Information
(a) General Plan Information
1. The title of the Plan is: Consultant Services Plan ("Plan")
and the name of the registrant whose securities are to be offered
pursuant to the Plan is WestAmerica Corporation. ("Company").
2. The general nature and purpose of the Plan is to grant
Consultants up to a total of 700,000 shares of the Company as
compensation for consultation services.
3. To the best of Company's knowledge, the Plan is not subject
to any of the provisions of the Employee Retirement Income
Security Act of 1974.
4. The Company shall act as Plan Administrator. The Company's
address and telephone number are -3300 S.W 34th Ave. Suite 148,
Ocala, FL 34474 352-861-0012 The Company, as administrator of the
Plan, will merely issue to the Consultant shares of Common Stock
pursuant to the terms of the Plan.
(b) Securities to be Offered. Pursuant to the terms of the
Plan, shares of the Company's common stock will be offered.
(c) Employees Who May Participate in the Plan. Consultants are
the sole participants in this Plan. Consultants are eligible to
receive the securities provided the securities have been
registered or are exempt from registration under the Securities
Act of 1933, as amended (the "Act").
(d) Purchase of Securities Pursuant to the Plan. The Company
shall issue and deliver the underlying securities to Consultants
as soon as practicable.
(e) Resale Restrictions. Consultants, after receipt of the
Shares, may assign, sell, convey or otherwise transfer the
securities received, subject to the requirements of the Act and
the Plan.
(f) Tax Effects of Plan Participation. The Consultant Services
Plan is not qualified under Sec. 401 of the Internal Revenue Code
of 1986, as amended.
(g) Investment of Funds. n/a
(h) Withdrawal from the Plan; Assignment of Interest.
Withdrawal or termination as to the Plan may occur upon mutual
written consent of the parties. Consultants have the right to
assign or hypothecate Consultant's interest in the Plan, subject
to Plan provisions.
(i) Forfeitures and Penalties. n/a
(j) Charges and Deductions and Liens Therefor. n/a
Item 2 -Registrant Information and Employee Plan Annual
Information.
Registrant, upon oral or written request by Consultants, shall
provide, without charge, the documents incorporated by reference
in Part II, Item 3 of Company's Form S-8 Registration Statement
for the securities as well as any other documents required to be
delivered pursuant to SEC Rule 428(b) (17 CFR Section
230.428(b)). All requests are to be directed to the Company at
the address provided in paragraph(a)(4) above.
EXHIBIT 24
CONSENTS OF EXPERTS AND COUNSEL
E-4
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the
December 17, 1997 filing of WestAmerica Corporation on Form S-8
of our reports dated May 3, 1997 and 1996 appearing in the
Company's Annual Report Form 10-KSB for the year ended March 31,
1997.
_____________________
George Brenner
Certified Public Accountant
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the
December 17, 1997 filing of WestAmerica Corporation on Form S-8
of our report dated June 27, 1997 appearing in the Company's
Annual Report Form 10-K for the year ended March 31, 1997.
_____________________
Tullius Taylor Sartain & Sartain
Certified Public Accountants
