As filed with the Securities and Exchange Commission
on July 11, 1997
File No. 0-18184
FORM S-8/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SK TECHNOLOGIES CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 52-1507455
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
500 Fairway Drive, Suite 104
Deerfield Beach, FL 33441
(Address of Principal Executive Offices, including Zip Code)
SK TECHNOLOGIES CORPORATION
AMENDED AND RESTATED 1995 STOCK OPTION PLAN
(Full Title of the Plan)
CALVIN S. SHOEMAKER, PRESIDENT
500 Fairway Drive, Suite 104
Deerfield Beach, FL 33441
(Name and Address of Agent for Service)
(954) 418-0101
(Telephone Number, including Area Code of Agent for Service)
Copy to:
Roxanne K. Beilly, Esq.
Atlas, Pearlman, Trop & Borkson, P.A.
200 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, Florida 33301
(954) 763-1200<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Deerfield Beach, State of Florida, on this 1st day of July,
1997.
SK TECHNOLOGIES CORPORATION
By: /s/ Calvin S. Shoemaker
Calvin S. Shoemaker, President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signatures Title Date
/s/ Calvin S. Shoemaker President/Chief
Calvin S. Shoemaker Executive Officer/ July 11, 1997
Director
/s/ Melvin T. Goldberger Treasurer/Principal
Melvin T. Goldberger Accounting Officer/ July 11, 1997
Director
/s/ C. Shelton James
C. Shelton James Director July 11, 1997
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
200 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, Florida 33301
June 30, 1997
SK Technologies Corp.
500 Fairway Drive, Suite 104
Deerfield Beach, FL 33441
Re: Registration Statement on Form S-8
Gentlemen:
This opinion is submitted pursuant to the applicable rules of
the Securities and Exchange Commission with respect to the
registration by SK Technologies Corporation (the "Company") of up
to 1,400,000 shares of Common Stock, par value $.001 per share (the
"Common Stock") to be issued pursuant to the Company's Amended and
Restated 1995 Stock Option Plan (the "Plan").
In our capacity as counsel to the Company, we have examined
the original, certified, conformed, photostat or other copies of
the Option Agreement, the Company's Articles of Incorporation, By-
Laws and corporate resolutions provided to us by the Company. In
all such examinations, we have assumed the genuineness of all
signatures on original documents, and the conformity to originals
or certified documents of all copies submitted to us as conformed,
photostat or other copies. In passing upon certain corporate
records and documents of the Company, we have necessarily assumed
the correctness and completeness of the statements made or included
therein by the Company and we express no opinion thereon.
Based upon and in reliance of the foregoing, we are of the
opinion that the Common Stock, when issued in accordance with the
terms of the Plan will be validly issued, fully paid and non-
assessable.
We hereby consent to the use of this opinion in the
Registration Statement on Form S-8 to be filed with the Commission.
Very truly yours,
/s/ ATLAS, PEARLMAN, TROP & BORKSON, P.A.
Exhibit 23.2
Consent of Independent Certified Public Accountants
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 0-18184) pertaining to the Amended and
Restated 1995 Stock Option Plan of SK Technologies Corporation of
our report dated May 21, 1997, with respect to the consolidated
financial statements of SK Technologies Corporation included in its
Annual Report (Form 10-KSB) for the year ended March 31, 1997,
filed with the Securities and Exchange Commission.
Ernst & Young LLP
West Palm Beach, Florida
June 27, 1997
