UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________________________
Commission file number 000-30234
MILLENNIUM PLASTICS CORPORATION
(Exact name of registrant as specified in charter)
__________________________________
Nevada 88-0422242
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6265 Stevenson Way
Las Vegas, Nevada 89120
(Address of Principal Executive Office) (Zip Code)
Retainer Agreement of Donald J. Stoecklein, Esq.
(Full title of the plan)
Consulting Agreement of Al Greco
(Full title of the plan)
(702) 454-2121
(Registrant's Telephone Number, Including Area Code)
Paul Branagan, President
6265 Stevenson Way
Las Vegas, Nevada 89120
(Name and Address of Agent for Service)
Copies to:
Donald J. Stoecklein, Esq.
402 W. Broadway, Suite 400
San Diego, CA 92101
(619) 595-4882
<TABLE>
Title of Securities Amount to Proposed Proposed Amount of
to be registered be maximum maximum registration
registered Offering aggregate fee
price per offering
share(2) price
<S> <C> <C> <C> <C>
Common Stock (1) 148,598 $0.84 $124,822.32 $31.21
</TABLE>
1 Represents up to 148,598 shares of common stock to be offered for resale
by the persons indicated in the prospectus included as part of this
Registration Statement, in addition to the additional shares offered herein.
2 Calculated in accordance with Rule 457(h)(1) using the 5-day average of
the bid and asked prices for the common stock on January 5, 2001.
<PAGE>
SUMMARY
This prospectus accompanies reoffers by employees and consultants of the
Company of shares of common stock received through the conversion of
consultant fees and conversion of legal fees payable by the Company. The
Company, pursuant to the S-8 Registration, dated this same date, has
registered 148,598 of the Company's common stock, which shares are to be
issued pursuant to the conversion of consultant fees and conversion of legal
fees payable by the Company. The Company's principal offices are located at
6265 Stevenson Way, Las Vegas, Nevada, 89120, telephone number (702) 454-
2121.
This form S-8 contains forward-looking statements within the meaning of
the federal securities laws. These forward-looking statements are necessarily
based on certain assumptions and are subject to significant risks and
uncertainties. These forward-looking statements are based on management's
expectations as of the date hereof, and the Company does not undertake any
responsibility to update any of these statements in the future. Actual future
performance and results could differ from that contained in or suggested by
these forward-looking statements as a result of factors set forth in this
Form S-8 (including those sections hereof incorporated by reference from
other filings with the Securities and Exchange Commission), in particular as
set forth in "Business Risks" under Item 1 and set forth in the "Management's
Discussion and Analysis" under Item 6 in the Form 10KSB.
RISK FACTORS
The purchase of the securities offered in the prospectus is subject to risk.
Investors should evaluate these risk factors carefully.
Need for Additional Financing. The Company has been financed through the
sale of its common stock. In order to succeed the Company may require
additional capital for working capital and for marketing. There can be no
assurance that such financing will be available, when required, on acceptable
terms.
Markets Uncertain. Despite the business experience of the officers,
directors, and principal shareholders of the Company, and the Company's
products there can be no assurance that markets for the Company's products
will continue to be sizable enough to permit the Company to operate
profitably.
Reliance on Management. All decisions with respect to the management of the
Company will be made exclusively by its officers and directors. To a large
extent, the success of the Company will depend upon the quality of the
management provided by its officers and directors.
Dependence upon Key Personnel. The success of the Company will be largely
dependent on the personal efforts of key employees, officers, and directors,
who are responsible for the development of the business of the Company. If
any of the key employees, officers or directors should, for whatever the
reason, cease to serve the Company, the Company may find it difficult to find
replacements within a short time frame, and thus, the Company's ability to
meet its goals could be adversely affected.
Company Capitalization. To the extent that the funding may be insufficient to
meet expenses, the Company may be required to obtain the funds through
additional borrowings by raising funds through selling equity interests in
the Company. Management believes that operating profits can be generated,
but both the production of intellectual properties and any return to
Shareholders may take considerably longer than anticipated.
<PAGE>
PART I
Item 2.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document (s) containing the information specified in this
Part I will be sent to employees and consultants as specified by Rule 428
(b)(1). Such documents need not be filed with the Commission either as part
of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by
reference in the registration statement in Item 3 of Part II of this Form S-
8, taken together, constitute a prospectus that meets the requirements of
Section 10 (a) of the Securities Act.
This Registration Statement of Form S-8 (the "Registration Statement")
of Millennium Plastics Corporation, a Nevada Corporation, (the "Registrant")
cover 148,598 shares of the Registrant's common stock, par value $0.001 per
share ("Common Stock").
General
Millennium Plastics Corporation ("Millennium" or the "Company") was
incorporated in the State of Nevada. Millennium, through its merger with
Graduated Plastics Corporation, acquired the United States patent rights to
new and innovative polymer and coating technology invented in 1995 by Solplax
Ltd. of Ireland. International patent attorneys in Europe and the United
States have confirmed that the patent is comprehensive and durable, having
been written by the developers of the technology and a scientific team with
specialization in PVA polymers. Independent evaluations carried out in
London, and Trinity College of Dublin have also endorsed these conclusions.
The plastics which have been developed have the unique and very
marketable characteristic of dissolving in water and leaving only non-toxic
water and atmospheric gases. Public perception and governmental pressures
for plastics which are environmentally friendly are projected to propel the
commercial demand for this product.
The Company's principal executive offices are located at 6265 Stevenson
Way, Las Vegas, Nevada, 89120, telephone number (702) 454-2121.
OFFERING SHAREHOLDERS
The following table lists the shares of Company common stock held by
Donald J. Stoecklein and Al Greco in proposing to sell their shares, the
percentage held by each, and the shares currently proposed to be reoffered by
them pursuant to this Prospectus.
<TABLE>
Shareholder Number of New Percent Percent of
Shares Shares Before Total After
Offered Offering Offering
<S> <C> <C> <C> <C>
Donald J. Stoecklein 0 85,720 0 0.31%
Al Greco 0 62,878 0 0.23%
TOTAL 148,598
</TABLE>
(1) Includes interest held in other entities whereby Shareholder has a
controlling interest.
<PAGE>
PART II
Item 3. Information with Respect to the Company
This prospectus is accompanied by the Company's Form 10KSB, and its
latest 10QSB Quarterly Reports filed subsequent thereto, for the quarters
ending June 30, 2000 and September 30, 2000. These Quarterly and Current
Reports, as well as all other reports filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
are hereby incorporated by reference in this prospectus and may be obtained
upon the oral or written request of any person to the Company at 6265
Stevenson, Las Vegas, Nevada telephone number (702) 454-2121
Incorporation of Documents by Reference.
The registrant incorporates the following documents by reference in this
Registration Statement:
(a) The registrants Form 10KSB for the period ending March 31, 2000
(b) The registrants Quarterly Report on Form 10-QSB for the quarter
ending March 31, 2000
(c) The registrants Quarterly Report on Form 10-QSB for the quarter
ending September 30, 2000
Item 4. Description of Securities
General
Common Stock
The Company's Articles of Incorporation authorizes the issuance of
50,000,000 shares of common stock, $0.001 par value per share, of which
28,020,000 shares were outstanding as of the date of this filing. Holders of
shares of common stock are entitled to one vote for each share on all matters
to be voted on by the stockholders and have no cumulative voting rights.
Holders of shares of common stock are entitled to share ratably in dividends,
if any, as may be declared, from time to time by the Board of Directors in
its discretion, from funds legally available therefore. In the event of a
liquidation, dissolution or winding up of the Company, the holders of shares
of common stock are entitled to share pro rata all assets remaining after
payment in full of all liabilities. Holders of common stock have no
preemptive rights to purchase the Company's common stock. There are no
conversion rights or redemption or sinking fund provisions with respect to
the common stock. All of the outstanding shares of common stock are validly
issued, fully paid and non-assessable.
Item 5. Interests of Named Experts and Counsel
The Company's legal counsel for securities matters, Donald J. Stoecklein
has received 85,720 shares of common stock for services rendered in lieu of a
cash payment which shares are being registered herein.
Item 6. Indemnification
The Articles of Incorporation for the Company do contain provisions for
indemnification of the officers and directors; in addition, Section 78.751 of
the Nevada General Corporation Laws provides as follows:
78.751 Indemnification of officers, directors, employees and agents;
advance of expenses.
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
<PAGE>
or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorney's
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding if he acted
in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and that, with respect
to any criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or settlement of
the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense
of any claim, issue or matter therein, he must be indemnified by the
corporation against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by a
court or advanced pursuant to subsection 5, must be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made:
(a) By the stockholders:
(b) By the board of directors by majority vote of a quorum consisting of
directors who were not parties to act, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot to obtained, by independent legal counsel in a
written opinion; or
5. The articles of incorporation, the bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal, suit or proceeding must be paid by
the corporation as they are incurred and in advance of the final disposition
of the action, suit or proceeding, upon receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by corporation. The provisions of this subsection do not affect
any rights to advancement of expenses to which corporate personnel other than
the directors or officers may be entitled under any contract or otherwise by
law.
6. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
ndemnification or advancement of expenses may be entitled under the articles
if incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except
that indemnification, unless ordered by a court pursuant to subsection 2 or
for the advancement of expenses made pursuant to subsection 5, may not be
<PAGE>
made to or on behalf of any director or officer if a final adjudication
establishes that his act or omissions involved intentional misconduct, fraud
or a knowing violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
Item 7. Exemption From Registration Claimed.
All of the shares were exempt from the registration requirements of the
Securities Act of 1933 as amended by virtue of Section 4(2) thereof covering
transactions not involving any public offering or not involving any "offer"
or "sale".
Item 8. Exhibits.
5 Opinion of Donald J. Stoecklein, Attorney-at-law, regarding legality of
shares being issued (1)
23 Consent of Weaver & Martin (1)
__________________________________________
(1) Filed herewith.
Item 9. Undertakings.
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;
(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, including (but not limited to) any addition or election of a
managing underwriter.
(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 offered 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 which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or 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 Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
referring 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company 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 that 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.
<PAGE>
SIGNATURES
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 Las Vegas, State of Nevada, on this
10th day of January, 2001.
MILLENNIUM PLASTIC CORPORATION
By :/s/ Paul Branagan
Paul T. Branagan, President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following person in the capacities indicated
on January 10, 2001.
Signature Title Date
/s/ Paul Branagan President, January 10, 2001
Paul T. Branagan
/s/ Jocelyn Carnegie Director January 10, 2001
Jocelyn Carnegie
/s/ James Arnold Director January 10, 2001
James Arnold
/s/ Donato Grieco Director January 10, 2001
Donato Grieco
<PAGE>
EXHIBIT 5
Opinion and Consent of
Donald J. Stoecklein
<PAGE>
ATTORNEY AT LAW
Telephone (619) 595-4882
Facsimile (619) 595-4883
DONALD J. STOECKLEIN
Practice Limited to Federal Securities
402 West Broadway, Suite 400, San Diego, California 92101
January 8, 2001
Mr. Paul Branagan
President
Millennium Plastics Corporation
6265 Stevenson Way
Las Vegas, NV 89120
RE: REGISTRATION STATEMENT ON FORM S-8
Dear Mr. Branagan:
You have requested our opinion as to the legality of the registration by you,
Millennium Plastics Corporation (the "Corporation") of up to 148,598 shares
of Common Stock (the "shares") pursuant to a Registration Statement, dated
January 8, 2001, on Form S-8 (the "Registration Statement") to be filed on
January 12, 2001:
As your counsel we have reviewed and examined:
1. The Articles of Incorporation of the Corporation, as amended (the
"Articles");
2. The Bylaws of the Corporation, as certified by the Secretary of the
Corporation;
3. The Resolutions of the corporation authorizing the registration;
4. The minute book of the Corporation;
5. The registrants Form 10SB filed August 30, 1999
6. The registrants Quarterly Report on Form 10-QSB for the quarter ending
September 30, 1999
7. The registrants Quarterly Report on Form 10-QSB for the quarter ending
December 31, 1999
8. The registrants Quarterly Report on Form 10-KSB for the Year ending
March 31, 2000
9. The registrants Quarterly Report on Form 10-QSB for the quarter ending
June 30, 2000
10. The registrants Quarterly Report on Form 10-QSB for the quarter ending
September 30, 2000
11. Such other matters as we have deemed relevant in order to form our
opinion.
In giving our opinion, we have assumed without investigation the authenticity
of any document or instrument submitted to us as an original, the conformity
to the original of any document or instrument submitted to us as a copy, and
the genuineness of all signatures on such originals or copies.
Based upon the foregoing, and subject to the qualifications set forth below,
we are of the opinion that the Shares, if issued and sold as described in the
Registration Statement (provided that at least par value is paid for the
shares): (i) will have been duly authorized, legally issued, fully paid and
nonassessable, (ii) when issued will be a valid and binding obligation of the
corporation, and (iii) do not require a permit from any governmental agency.
<PAGE>
Our opinion is subject to the qualification that no opinion is expressed
herein as to the application of the state securities or Blue-Sky laws.
This Opinion is furnished by us as counsel to you and is solely for your
benefit. Neither this opinion nor copies hereof may be relied upon by,
delivered to, or quoted in whole or in part to any governmental agency or
other person without our prior written consent.
Notwithstanding the above, we consent to the use of our opinion in regards to
the Request to Transfer Agent for transfer of the above referred to shares.
Yours Very Truly,
/s/ Donald Stoecklein
Donald J. Stoecklein
<PAGE>
EXHIBIT 23
Consent of
Weaver & Martin
<PAGE>
INDEPENDENT AUDITORS' REPORT
We consent to the use of our reports incorporated by reference in this
Form S-8.
/s/Weaver & Martin
_______________________________
Weaver & Martin
