As filed with the Securities and Exchange Commission on March 15, 1999
File No. 333-25900
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8/A
Registration Statement under the Securities Act of 1933
DONNEBROOKE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
State of Delaware 75-2228820
(State of Incorporation or (IRS Employer ID No.)
Organization)
16910 Dallas Parkway, Suite 100, Dallas, Texas 75248
(Address of Principal Executive Offices)
AGREEMENTS FOR CONSULTING SERVICES
(Full Title of the Plan)
Kevin B. Halter, Jr., 16910 Dallas Parkway, Suite100, Dallas, Texas 75248
(Name and Address of Agent for Service)
(972) 248-1922
(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 interest
reinvestment plans, check the following line: _____
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
==================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to Offering Price Per Aggregate Offering
be Registered Amount to be Share (1) Price Amount of
Registered Registration Fee
- ------------------------------------------------------------------------------------------------------------------
Common Stock 3,602,300 shares $0.01 $36,023.00 $0.04
par value $.00001
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</TABLE>
(1) Estimated pursuant to Rule 457(c) of the Securities Act of 1933 solely for
the purpose of calculating the registration fee.
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PART I THE PLANS AND THE ISSUANCE OF SHARES TO PAY FOR CONSULTING SERVICES
PREVIOUSLY RENDERED
Item 1. Plan Information
Since November 1,1998 Donnebrooke Corporation (the "Company") has used the
consulting services of Kevin B. Halter, Jr. (herein "Halter") to assist it with
its efforts to revive the Corporation's legal status and charter under Delaware
law, to cause its various reporting obligations to the SEC to be made current,
to seek merger or acquisition partners, and to find methods by which its
shareholders might some day in the future see the value of their investment in
the Company increase and their shares become marketable. Because the Company has
not conducted any business and has not had any income for many years, it has not
been able to pay for the services rendered by Halter, in addition to various
fees and expenses incurred by Halter on behalf of the Company. As of the date of
filing this Registration Statement, the Company is indebted to Halter in the
total amount of $22,893.00. The Company has obligated itself to pay that
indebtedness by the issuance of shares of its Common Stock (which currently has
no market value since there is currently no active market for its shares of
Common Stock) and Halter has agreed to accept 2,289,300 shares of the Company's
Common Stock in full satisfaction of this indebtedness for all of the services
previously rendered.
Since November 1, 1998 the Company has also used the various consulting services
of Halter Capital Corporation, Dallas, Texas (herein "HCC") to assist it with
its efforts to revive the Corporation's legal status and charter under Delaware
law, to cause its various reporting obligations to the SEC to be made current,
to seek merger or acquisitions partners, and to find methods by which its
shareholders might some day in the future see the value of their investment in
the Company increase and their shares become marketable. Because the Company has
not conducted any business and has not had any income for many years, it has not
been able to pay for the services rendered by HCC, in addition to various fees
and expenses incurred by HCC on behalf of the Company. As of the date of filing
this Registration Statement, the Company is indebted to HCC in the total amount
of $13,130.00. The Company has obligated itself to pay that indebtedness by the
issuance of shares of its Common Stock (which currently has no market value
since there is currently no active market for its shares of Common Stock) and
HCC has agreed to accept 1,313,000 shares of the Company's Common Stock in full
satisfaction of this indebtedness for all of the services previously rendered.
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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 into this Registration
Statement:
1. The Company's Annual Report on Form 10-KSB for the year ended December 31,
1998 filed by the Company under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), with the Commission.
2. All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by said Annual Report.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, subsequent to the date hereof and prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which de-registers all securities covered hereby 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. Any statement
contained in the documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus which is a part
hereof (the "Prospectus") to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modified 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 and the Prospectus.
The description of the Company's common stock which is contained in the
Company's registration statement filed under Section 12 of the Securities
Exchange Act of 1934, including any amendments or reports filed for the purpose
of updating such description.
Item 4. Description of Securities.
The Company's Common Stock is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The General Corporation Law of Delaware permits provisions in the articles,
bylaws or resolutions approved by shareholders which limit liability of
directors for breach of fiduciary duty to certain specified circumstances. The
Company's bylaws provide for the indemnification of officers, directors, agents
and employees of the Company to the fullest extent permitted by the Delaware
General Corporation Law. Pursuant to Section 145 of the Delaware General
Corporation Law, the Company generally has the power to indemnify its present
and former directors, officers, employees and agents against expenses incurred
by them in connection with any suit to which they are, or are threatened to be
made, a party by reason of their serving in such positions so long as they acted
in good faith and in a manner they reasonably believed to be in, or not opposed
to, the best interests of the Company, and with respect to any criminal action,
they had no reasonable cause to believe their conduct was unlawful. The Company
has the power to purchase and maintain insurance for such persons. The Delaware
General Corporation Law also expressly provides that the power to indemnify
authorized thereby is not exclusive of any rights granted under any certificate
of incorporation, bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.
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The above discussion of the Company's bylaws and of Section 145 of the Delaware
Code is not intended to be exhaustive and is qualified in its entirety by such
bylaws and the Delaware General Corporation Law.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions or otherwise, the Company 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
3.1* Amended and Restated Certificate of Incorporation of Donnebrooke
Corporation
3.2 ** Bylaws of Donnebrooke Corporation
5.1.* Opinion of Richard Braucher, Esq. regarding legality (including
consent)
23.1* Consent of S. W. Hatfield, Certified Public Accountant
* filed herewith
** filed as part of the Form S-8 filed on February 25, 1999.
Item 9. Undertakings.
(A) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(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;
Provided, however, that paragraphs (1) (i) and (1) (ii), above, are
inapplicable if the information required to be included thereunder is contained
in periodic reports filed by the Company pursuant to the Exchange Act with the
Commission that are incorporated by reference into the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(B) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
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registrant pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities 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 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
Company 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.
(C) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act ) 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 the initial bona fide offering thereof.
(D) The Company 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
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Exchange Act; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are 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
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that is 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, on the 15th day of March, 1999, in the City of Dallas, State of
Texas.
DONNEBROOKE CORPORATION
BY: /s/ Kevin B. Halter, Jr.
------------------------------
Kevin B. Halter, Jr. President
(Chief Executive Officer)
Pursuant to the requirements on the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ Kevin B. Halter, Jr. President, Secretary
----------------------- and Director March 15, 1999
Kevin B. Halter, Jr.
/s/ Kevin B. Halter Director March 15, 1999
-----------------------
Kevin B. Halter
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EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
FOR DONNEBROOKE CORPORATION
ARTICLE I
NAME
The name of this CORPORATION is DONNEBROOKE CORPORATION.
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
The address of this CORPORATION'S registered office in the State of Delaware is
in care of THE CORPORATION TRUST COMPANY, 1209 Orange Street, in the City of
Wilmington, and County of New Castle. The name of the registered agent is THE
CORPORATION TRUST COMPANY.
ARTICLE III
PURPOSES
The purposes for which this CORPORATION is organized are to conduct any type of
business endeavor which is legal pursuant to the laws of the State of Delaware.
ARTICLE IV
SHARES OF STOCK
The total number of shares of stock which this CORPORATION is authorized to
issue is fifty million (50,000,000) shares of Common Stock. The par value of
each share of Common Stock shall be $0.00001. Each one share of Common Stock
issued and outstanding before the effective date of this Amendment shall be and
hereby is automatically changed without further action into one-one thousandth
(1/1000) of a fully paid and nonassessable share of the CORPORATION'S Common
Stock, provided that no fractional shares shall be issued pursuant to such
change. The CORPORATION shall issue to each stockholder who would otherwise be
entitled to a fractional share as a result of such change one full share of the
CORPORATION'S Common Stock.
ARTICLE V
DURATION
The period of duration for this CORPORATION shall be perpetual.
ARTICLE VI
SHAREHOLDERS' MEETINGS
Meetings of shareholders of this CORPORATION may be held within or without the
State of Delaware, as provided in the Bylaws.
ARTICLE VII
AMENDMENTS
The CORPORATION reserves the right to amend, alter or change or repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by the Delaware statutes, and all rights conferred upon
shareholders are granted subject to this reservation.
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EXHIBIT 5.1 LEGAL OPINION AND CONSENT TO ITS INCLUSION IN REGISTRATION
STATEMENT
March 15, 1999
Board of Directors of Donnebrooke Corporation
Re: Form S-8 Registration statement relating to registration of 3,602,300 shares
of the Common Stock pursuant to various Agreements for Consulting Services
Gentlemen:
I am acting as counsel for Donnebrooke Corporation, a Delaware corporation
(herein the "Company"), in connection with the filing under the Securities Act
of 1933, as amended, of a Registration Statement for the Company on Form S-8
with the Securities and Exchange Commission ("SEC") (herein the "Registration
Statement"), covering the issuance of an aggregate of 3,602,300 shares (herein
the "Shares") of the Company's Common Stock, par value $.00001 per share,
(herein the "Common Stock") which will be issued pursuant to certain consulting
agreements dated November 1, 1998 between the Company and Halter Capital
Corporation and Kevin B. Halter, Jr. , whereby Halter Capital Corporation will
receive 1,313,000 Shares and Kevin B. Halter, Jr. will receive 2,289,300 Shares.
In that connection, I have examined the Form S-8 ( as amended under form S-8/A
dated March 15, 1999)Registration Statement to be filed with the SEC. I have
also examined and am familiar with the originals or authenticated copies of the
consulting agreements, all corporate documents, records and instruments that I
have deemed necessary to enable me to render the opinion expressed below.
I have assumed that all signatures on documents reviewed are genuine, that all
such documents submitted as originals are accurate and complete, that all
documents submitted as copies are true and correct copies of the originals, that
all information submitted and reviewed was accurate and complete, and that all
persons execution and delivering such documents were competent to do so. In
addition, I have assumed that the Shares will not be issued for consideration
that is equal to less than the par value thereof and that the consideration, in
the form of services, has been fully rendered in the past and thus constitutes
valid and lawful consideration for the Shares.
Based on the foregoing and having due regard for the legal considerations
relevant in the circumstances, I am of the opinion that the Shares, when issued
as described in the Registration Statement, will be validly issued and will be
fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and its use as a part thereof.
/s/ Richard Braucher
-----------------
Richard Braucher, Counsel for Donnebrooke Corporation
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use, by incorporation by reference, in the Form S-8/A
Registration Statement under The Securities Act of 1933 of Donnebrooke
corporation (a Delaware Corporation) (Registrant) of our report dated January
18, 1999 on the financial statements of Donnebrooke Corporation as of December
31, 1998, 1997 and 1996 and for each of the three years then ended and for the
period April 19, 1988 (date of inception) through December 31, 1998 accompanying
the financial statements contained in the Registrant's Annual Report on Form
10-KSB as of and for the period ended December 31, 1998, and to the use of our
name and statements with respect to us as appearing under the heading "Experts".
/s/ S.W. Hatfield, CPA
------------------
S.W. HATFIELD, CPA
(formerly S.W. HATFIELD + ASSOCIATES)
Dallas, Texas
March 15, 1999
