<PAGE> 1
As filed with the Securities and Exchange Commission on April 22, 1999
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Consolidated Capital of North America, Inc.
(Exact name of issuer as specified in its charter)
Colorado 93-0962072
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(State or other Jurisdiction of) (IRS Employer Identification No.)
410 17th Street, Suite 400
Denver, Colorado 80202
(Address of principal executive offices)
1997 STOCK INCENTIVE PLAN, AS AMENDED
(Full title of the plans)
DONALD R. JACKSON
Secretary and Treasurer
Consolidated Capital of North America, Inc.
410 17th Street, Suite 400
Denver, Colorado 80202
(Name and address of agent for service)
(888) 313-8051
(Telephone number, including area code, of agent for service)
------------------
Copy to:
BARBARA J. COMLY, ESQ.
Gallagher, Briody & Butler
212 Carnegie Center
Suite 402
Princeton, New Jersey 08540
(609) 452-6000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to offering price aggregrate offering Amount of aggregate f
to be registered registered per share(1) price registration fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 3,000,000 $.1825 $547,500 $152.21
par value $.0001 per share Shares per share
===================================================================================================
</TABLE>
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely
for the purpose of calculating the registration fee, based upon
the average of the reported bid and asked price of shares of
Common Stock on April 19, 1999, as reported on the OTC Bulletin
Board.
The shares covered by this Registration Statement are shares to be
granted under the plan described herein or shares issuable upon the
exercise of stock options granted or to be granted under such plan.
There are also registered hereunder such additional indeterminate
number of shares as may be issued as a result of the antidilution
provisions of the plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents, as filed by Consolidated Capital
of North America, Inc. (the "Company") with the Securities and
Exchange Commission, are incorporated by reference in this
Registration Statement and made a part hereof:
(a) The Company's latest annual report, filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since the end of the fiscal
year covered by the annual report referred to in (a) above.
(c) The description of the Common Stock of the Company that is
contained in a registration statement filed under the Securities
Exchange Act of 1934, including any amendment or report filed for
the purpose of updating such description.
Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained therein
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 hereof.
All reports and other documents subsequently 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 that indicate that all securities offered hereby
have been sold or that deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and
to be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
(a) Sections 7-109-101 to 7-109-110 of the Colorado Business
Corporation Act ("Corporation Act") give Colorado corporations the
power to indemnify their directors, officers, employees, fiduciaries
and agents against liability incurred in any proceeding to which
they are made parties by reason of being or having served in such
capacities, subject to specified conditions and exclusions set forth
in the Corporation Act; authorize the payment for or reimbursement
of reasonable expenses incurred by such persons in such proceedings;
mandate indemnification of directors and officers who are successful
on the merits; and permit companies to obtain directors' and
officers' liability insurance.
(b) Article IX of the Company's Articles of Incorporation
provides that the Board of Directors of the Company has the power
to: (1) indemnify any director, officer, employee or agent of the
Company to the fullest extent permitted by the Corporation Act; (2)
authorize payment of expenses incurred in defending a civil or
criminal action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it is ultimately determined that
he is entitled to be indemnified by the Company; and (3) purchase
and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Company or who is or was
serving at the request of the Company as a director, officer,
employee or agent of another Company, partnership, joint venture,
trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his
status as such, whether or not the Company would have the power to
indemnify him against such liability under the provisions of Article
IX of the Company's Articles of Incorporation.
(c) Article XI of the Company's By-Laws provides that the
Company shall indemnify a person made a party to a proceeding
because the person is or was a director or officer against liability
incurred in the proceeding if: (i) the person conducted himself or
herself in good faith; and (ii) the person reasonably believed:
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(1) in the case of conduct in an official capacity with the
Company, that his or her conduct was in the Company's best
interests; and (2) in all other cases, that his or her conduct was
at least not opposed to the Company's best interests; and (iii) in
the case of any criminal proceeding, the person had no reasonable
cause to believe his or her conduct was unlawful. The Company may
not indemnify a director or officer (i) in connection with a
proceeding by or in the right of the Company in which the director
or officer was adjudged liable to the Company; or (ii) in
connection with any other proceeding charging that the director or
officer derived an improper personal benefit, whether or not
involving action in an official capacity, in which proceeding the
director was adjudged liable on the basis that he or she derived an
improper personal benefit. The By-Laws provide that the Company
shall indemnify a person who was wholly successful, on the merits or
otherwise, in defense of any proceeding to which the person was a
party because the person is or was a director or officer, against
reasonable expenses incurred by him or her in connection with the
proceeding.
Article XI of the Company's By-Laws provides that the
Company may purchase and maintain insurance on behalf of a person
who is or was a director, officer, employee, fiduciary, or agent of
the Company or who, while a director, officer, employee, fiduciary,
or agent of the Company, is or was serving at the request of the
Company as a director, officer, partner, trustee, employee,
fiduciary, or agent of another domestic or foreign Company or other
person or of an employee benefit plan, against any liability
asserted against or incurred by the person in that capacity or
arising out of his or her status as a director, officer, employee,
fiduciary, or agent, whether or not the Company would have the power
to indemnify the person against the same liability under Article XI
of the Company's By-Laws.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
---------
The following is a list of exhibits filed as part of this
registration statement.
Exhibit Number Exhibit
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5.1 Opinion of Gallagher, Briody & Butler
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Gallagher, Briody & Butler (included as part of
Exhibit 5.1)
24.1 Power of Attorney (included as part of the signature page)
Item 9. Undertakings.
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(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. 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 volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(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;
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Provided, however, that subparagraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by referenced 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
that remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of
1933, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in this 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 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
Company 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 Torrance,
California, on this 22nd. day of April, 1999.
Consolidated Capital of North America, Inc.
By: /s/ Richard D. Bailey
----------------------------------------
Richard D. Bailey
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by or on behalf of
the following persons in the capacities and on the dates indicated.
Each person, in so signing, also makes, constitutes and
appoints Carl Casareto, Chief Financial Officer, and Donald R.
Jackson, Secretary and Treasurer and each of such officers acting
singly, his true and lawful attorney-in-fact, in his name, place and
stead to execute and cause to be filed with the Securities and
Exchange Commission any or all amendments to this Registration
Statement, with all exhibits and any and all documents required to
be filed with respect thereto, and to do and perform each and every
act and thing necessary to effectuate the same.
Signature Capacity Date
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/s/ Paul Bagley Director April 22, 1999
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Paul Bagley
/s/ Carl Casareto Chief Financial Officer April 22, 1999
- ---------------------- (Principal Financial and
Carl Casareto Accounting Officer)
/s/ Donald R. Jackson Director April 22, 1999
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Donald R. Jackson
/s/ Richard D. Bailey President, Chief Operating April 22, 1999
- ---------------------- Officer and Director
Richard D. Bailey
/s/ L. Wayne Harber Director April 22, 1999
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L. Wayne Harber
/s/ Thompson H. Rogers Director April 22, 1999
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Thompson H. Rogers
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------ -------
5.1 - Opinion of Gallagher, Briody &
Butler
23.1 - Consent of Arthur Andersen LLP
23.2 - Consent of Arthur Andersen LLP
23.3 - Consent of PricewaterhouseCoopers
LLP
23.4 - Consent of Gallagher, Briody &
Butler (included as part of Exhibit
5.1)
24.1 - Power of Attorney (included as part
of the signature page)
Exhibit 5.1
April 21, 1999
Consolidated Capital of North America, Inc.
410 17th Street, Suite 400
Denver, Colorado 80202
Re: Registration Statement on Form S-8 Relating to the
Company's 1997 Stock Incentive Plan, As Amended
Dear Ladies and Gentlemen:
We have acted as counsel to Consolidated Capital of North
America, Inc., a Colorado Corporation (the "Company"), in connection
with the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), relating to the offering of up to 3,000,000 additional
shares of the Company's Common Stock (the "Common Stock"), to be
issued pursuant to the Company's 1997 Stock Incentive Plan, as
amended by the Board of Directors in August, 1998 and approved by
the shareholders in December, 1998 (the "1997 Stock Plan"). We have
examined such records, documents, statutes and decisions as we have
deemed relevant in rendering this opinion. In our examination we
have assumed the genuineness of documents submitted to us as
originals and the conformity with the original of all documents
submitted to us as copies thereof.
In our opinion, the additional shares of the Company's Common
Stock to be issued as share awards or upon exercise of the options
granted or to be granted in accordance with the terms of the 1997
Stock Plan, will be, when issued in accordance with the terms of the
1997 Stock Plan, validly issued, fully paid and nonassessable shares
of the Common Stock of the Company.
We hereby consent to the use of this opinion as an Exhibit to
the Registration Statement. In giving such 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 or
regulations of the Securities and Exchange Commission thereunder.
GALLAGHER, BRIODY & BUTLER
/s/ Gallagher, Briody & Butler
-------------------------------
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 registration statement
of our report dated January 21, 1999 for Toledo Pickling and
Steel Sales, Inc. for the year ended September 30, 1998 included in
Consolidated Capital of North America, Inc.'s Form 8-KA filed on
February 12, 1999 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Los Angeles, California
April 21, 1999
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 registration statement
of our report dated April 15, 1999 included in Consolidated Capital
of North America, Inc's. Form 10-KSB for the year ended December 31,
1998 and to all references to our Firm included in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
Los Angeles, California
April 21, 1999
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated December 5,
1997, except as to Note 14, which is as of February 10, 1999,
relating to the financial statements of Toledo Pickling & Steel
Sales, Inc., which appears in the Current Report on Form 8-KA of
Consolidated Capital of North America, Inc. dated February 12, 1999.
/s/ PRICEWATERHOUSECOOPERS LLP
Toledo, Ohio
April 20, 1999
