SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CHEQUEMATE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Utah 76-0279816
(State or other jurisdiction (I.R.S. Employer
or incorporation) Identification No.)
57 West 200 South, Suite 350, Salt Lake City, Utah 84101
(Address of principal executive offices) (Zip Code)
Chequemate-CTD 1997 Stock Option Plan
(Full Title of the Plan)
Bruce L. Dibb, Corporate Counsel, 311 S. State Suite 380 Salt Lake City,UT 84111
(Name and address of agent for service)
(801) 531-6600
(Telephone Number, including area code, of agent for services)
Calculation of Registration Fee
Title of Amount to be Proposed Proposed Amount of
Securities Registered maximum offering maximum Registration
to be Price per unit aggregate Fee
Registered offering price
Common Stock 2,500,000 $0.01 $25,000.00 $7.58
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
The document or documents containing the information specified in Part I
are not required to be filed with the Securities and Exchange Commission
("SEC") as part of the S-8 Registration Statement. Information required to be
given to Plan Participants is separately delivered in accordance with the
requirements of regulation S-8 and is not included or set out under this item.
See Plan Participation Prospectus ("Prospectus"). The stock participation
("plans") simply provide for the registration of officer/consultant shares as
acquired through the exercise of two separate options.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Registrant undertakes to give to the plan participants (Optionees) any and
all required information under the plans. Since the plans are not qualified
and do not involve any participation other than payment of the consideration
for shares upon exercise of stock options, it is not anticipated that any
specific information will be required to be given to plan participants other
than a copy of the original stock options and the prospectus. Registrant does
undertake to keep the Prospectus material current, so long as option rights may
be exercised, and to deliver such Prospectus to any plan participant desiring to
exercise his options.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant in completing the registration of shares pursuant to this
Form S-8 Registration Statement represents that it is incorporating by this
reference and has delivered to all participants in the plans the following
documents. Copies of these documents are not required to be appended hereto,
and are not appended or submitted with this Registration Form:
1. Registrant's latest annual report, including the Form 10-KSB annual
report filed pursuant to 15(d) of the Exchange Act.
2. All other reports filed by the Registrant during the last fiscal
year under 15(d) of the Exchange Act.
3. A copy of the Prospectus materials required by Part I of this
Registration Statement, including the option agreements.
4. All documents subsequently filed by the Company pursuant to Section
15(d) of the Securities Exchange Act of 1934, as amended, after the date
of this Registration Statement and prior to such time as the Company files
a post-effective amendment to this Registration Statement which indicates
that all such securities offered hereby have been sold, or which
deregisters all such 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.
ITEM 4. DESCRIPTION OF SECURITIES
The total number of securities offered under the plans are Two Million Five
Hundred Thousand (2,500,000) shares, all of which are common stock of the
Registrant. The Company has only one class of common stock; 500,000,000
shares authorized at $0.0001 par value. Each share of common stock is
entitled to one vote per share. There are no cumulative voting rights.
The holders of ten percent (10%) of the issued and outstanding shares may
call a special meeting of the stockholders, and a majority of all issued
and outstanding shares shall constitute a quorum for conducting business.
The majority of shares present, in any regular or special meeting where a
quorum is present, may vote in favor or against any item of business or
election, and shall constitute a majority approval or disapproval of
matters voted upon at any such meeting. There are no dividend rights
attached to the shares. The Company presently does not pay any dividends
and has no foreseeable plan to pay dividends. The shares are not subject
to any outstanding conversion rights, sinking fund, or redemption
provisions. There are no special preemptive rights or rights upon
liquidation, other than the normal rights and priorities which would attach
to shares in liquidation pursuant to Utah State Law. The shares are not
subject to call, liability or assessment.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None of the experts retained by the Company in the preparation of this
Registration Statement (including retained legal counselors and
independent auditors of the Company) are acquiring any interest or
rights in the Registrant or its stock based upon the exercise of any
option rights or upon a contingent basis related to this Registration
or otherwise, and have been paid directly by the Company pursuant to
their regular and customary hourly fee agreements.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Officers and directors of the Registrant, Chequemate International, Inc.,
are subject to indemnification for ordinary and customary acts taken on behalf
of the corporation to the maximum extent permitted under Utah law. In
essential terms this provides that any errors of judgement, or act or omission
not resulting from gross abuse or misfeasance are to be fully indemnified by
the Company. Utah law also provides immunity from suit to officers and
directors for acts or transactions completed by them in the normal and
customary course of the business and when they are free of any adverse
interest.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, 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 of
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No securities being issued pursuant to this Registration Statement are being
reoffered or resold through the registration. All securities offered hereunder
are originally issued by the Company pursuant to option rights. Shares received
pursuant to the exercise of any such option are believed to be registered
pursuant to the provisions of this Form S-8 registration.
ITEM 8. EXHIBITS.
Attached hereto and incorporated by this reference is the opinion of counsel as
to legality of shares issued.<PAGE>
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes to file during any period in which
offers or sales are being made pursuant to this registration, a post-effective
amendment to this Registration Statement:
(a) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or of
any material change to such information in the Registration Statement.
(b) 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
herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(d) 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 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 therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, 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,
against such liabilities (other than the payment by the Registrant of
the 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.
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 Salt Lake, State of
Utah, on June 19th , 1997.
CHEQUEMATE INTERNATIONAL, INC.
By /s/ Blaine Harris
Its: Chief Executive Officer
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.
/s/ Blaine Harris
Blaine Harris
Chairman and CEO
Dated June 19, 1997
/s/ Harold P. Glick
Harold P. Glick
Director
Dated June 19, 1997
/s/ Chuck Coonradt
Chuck Coonradt
Director
Dated June 19, 1997
/s/ Robert Warfield
Robert Warfield
Director
Dated June 19, 1997
/s/ Lavar Butler
Lavar Butler
Director
Dated June 19, 1997
/s/ Steven B. Andersen
Steven B. Andersen
Chief Financial Officer
Dated June 19,1997 <PAGE>
S85.491
June 20, 1997
Chequemate International
57 West 200 South, Suite 350
Salt Lake City, Utah 84101
Re: Issuance of Chequemate International Shares Pursuant to Stock
Options
To Whom It May Concern:
We have acted as counsel for Chequemate International, Inc., a Utah
corporation (the "Company") in conjunction with the preparation of a Form
S-8 Registration Statement (the Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to up
to 2,500,000 shares of the Company's common stock, $0.0001 per value
(the "Common Stock"), to be potentially issued pursuant to a base stock
option ("Stock Option") and a Performance Stock Option ("Performance
Option"). The terms of the Options are as set forth in the Option
Agreements, dated as of June 20, 1997. For the purpose of the Form S-8
registration, the Option Agreements are referred to as the "Plans".
We have examined: (i) the Plans; (ii) the Form S-8 Registration Statement;
(iii) the Company's Prospectus pursuant to the Form S-8 Registration; (iv)
resolutions of the Company's Board of Directors relating to the Plans; and
(v) such other documents and records as we have deemed necessary to enable
us to render this option. Based upon the foregoing, we are of the opinion
that:
1. The Company is a corporation validly existing under the laws of the
State of Utah.
2. The Common Stock, when issued and paid for in the manner set forth in
the Plans, will be validly issued, fully paid and nonassessable, and no
personal liability will attach to the ownership thereof.
We consent to the use of this opinion as an Exhibit to the Registration
Statement. In giving our consent, we do not admit that we are "experts"
within the meaning of Section 11 of the Securities Act or within the
category of persons whose consent is required by Section 7 of said Act.
Sincerely,
Bruce L. Dibb, P.C.
/s/ Bruce L. Dibb
Bruce L. Dibb
BLD/jw
