<PAGE> 1
As filed with the Securities and Exchange Commission on August 26, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PACIFIC INTERNATIONAL ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 88-0243669
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4431 CORPORATE CENTER DRIVE, SUITE 131
LOS ALAMITOS, CALIFORNIA 90720
(Address of Principal Executive Office)(Zip Code)
STOCK ISSUE PURSUANT TO CONSULTING
AND EMPLOYMENT AGREEMENTS
(full title of the plan)
BINKS GRAVAL
4431 CORPORATE CENTER DRIVE, SUITE 131
LOS ALAMITOS, CALIFORNIA 90720
(Name and address of agent for service)
(714) 816-0200
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered per share (1) offering price (1) fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 908,834 $0.23 $209,032 $63.34
================================================================================================================
</TABLE>
- ---------------
(1) Pursuant to Rule 457(c), calculated as the average of the bid and ask price
of the Common Stock as reported on August 22, 1997, a date within five days of
this filing.
Exhibit index is located at sequentially paginated page number 7.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange 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 this Registration
Statement pursuant to Item 3 of Part II of this form, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act
of 1933.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents of Pacific International Enterprises,
Inc., a Nevada corporation (the "Company"), previously filed with the Commission
are incorporated herein by reference:
1. Annual Report on Form 10-KSB for the Company's fiscal year
ended December 31, 1996 as amended on Form 10-KSB/A filed July 28, 1997;
2. Quarterly Report on Form 10-QSB for the quarter ended March 31,
1997; and
3. Quarterly Report on Form 10-QSB for the quarter ended June 30,
1997.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities and Exchange Act of 1934 (the "Exchange
Act") prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into the
prospectus and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock of the Company (the "Common Stock") is registered
pursuant to Section 12 of the Exchange Act, and, therefore, the description of
securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As allowed by Nevada Revised Statutes, the Articles of
Incorporation and Bylaws of the Company provide that the liability of the
directors of the Company for monetary damages shall be eliminated to the fullest
extent permissible under Nevada law. This is intended to eliminate the personal
liability of a director for monetary damages in an action brought by or in the
right of the Company for breach of a director's duties to the Company or its
shareholders except for liability for acts or omissions that involve intentional
misconduct or knowing and culpable violation of law, for acts or omissions that
a director believes to be contrary the best interests of the Company or its
shareholders or that involve the absence of good faith on the part of the
director, for any transaction from which a director derived an improper personal
benefit, for acts or omissions that show a reckless disregard for the director's
duty to the Company or its shareholders in circumstances in which the director
was aware, or should have been aware, in the ordinary course of performing a
director's duties, of a risk of serious injury to the Company or its
shareholders, for acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the Company
or its shareholders, with respect to certain contracts in which a director has a
material financial interest and for approval of certain improper distributions
to shareholders or certain loans or guarantees. This provision does not limit or
eliminate the rights of the Company or any shareholder to seek non-monetary
relief such as an injunction or rescission in the event of a breach of a
director's duty of care.
3
<PAGE> 4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index appearing at sequentially numbered page 6.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) (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 (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, represents 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 (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in 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.
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant'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.
(h) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
4
<PAGE> 5
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against pubic 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 Securities
Act and will be governed by the final adjudication of such issue.
5
<PAGE> 6
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 Los Alamitos, State of California, on August 25,
1997.
PACIFIC INTERNATIONAL ENTERPRISES, INC.
By: /s/ Binks Graval
-------------------------------------
Binks Graval, President
(principal executive officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Binks Graval Chief Executive Officer August 25, 1997
- ----------------------------- and Chairman of the Board
Binks Graval
/s/ Richard W. Perkins Vice President and Vice August 25, 1997
- ----------------------------- Chairman of the Board
Richard W. Perkins
/s/ Anthony D. Broughton Chief Financial Officer, August 25, 1997
- ----------------------------- Chief Operations Officer
Anthony D. Broughton and Director
</TABLE>
6
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
4.1 Consulting Agreement between Pacific
International Enterprises, Inc. and
International Corporate Development, Inc.
4.2 Employment Agreement between
Pacific International Enterprises, Inc.
and Binks Graval, as amended. *
4.3 Employment Agreement between
Pacific International Enterprises, Inc.
and Richard Perkins,as amended. *
4.4 Employment Agreement between
Pacific International Enterprises, Inc.
and Anthony Broughton, as amended. *
5.1 Opinion of Jeffers, Wilson, Shaff & Falk, LLP.
23.1 Consent of Jeffers, Wilson, Shaff & Falk, LLP
(included in Exhibit 5.1).
23.2 Consent of Independent Accountants.
</TABLE>
- -----------------
* Previously filed with the Company's Form 10-QSB for the three months ended
June 30, 1997.
7
<PAGE> 1
EXHIBIT 4.1
CONSULTING AGREEMENT BETWEEN PACIFIC
INTERNATIONAL ENTERPRISES, INC. AND
INTERNATIONAL CORPORATE DEVELOPMENT, INC.
THIS AGREEMENT is made and entered into this 29th day of May, 1997 between
INTERNATIONAL CORPORATE DEVELOPMENT, INC., hereinafter sometimes referred to as
"ICD" and Pacific International Enterprises, Inc., hereinafter sometimes
referred to as the "COMPANY".
Witnesseth:
WHEREAS, ICD is a public relations firm specializing in shareholder and
public relations, intermediary client service negotiations for publicly traded
companies, and the introduction of financing, and
WHEREAS, the COMPANY is publicly held with its common stock trading in
the OTC BB Exchange, and
WHEREAS, the COMPANY desires to publicize itself with the intention of
making its name and business better known to its shareholders, investors, and
brokerage houses, and
WHEREAS, ICD is willing to accept the COMPANY as a client.
NOW THEREFORE, in consideration of the mutual covenants herein
contained, it is agreed:
1. ENGAGEMENT: The COMPANY hereby engages ICD to publicize the COMPANY to
brokers, prospective investors and shareholders, to advise the COMPANY
on increasing its public awareness and to advise and consult with the
COMPANY on strategic opportunities, mergers and acquisitions.
2. TIME OF PERFORMANCE: Service to be performed under this Agreement shall
commence upon execution of this Agreement shall continue for a period
of 12 weeks, subject to the either party's right to terminate this
Agreement after 4 weeks.
3. COMPENSATION AND EXPENSES: In consideration of the services to be
performed by ICD, the COMPANY agrees to pay compensation to ICD as
follows:
<PAGE> 2
(a) 165,000 shares of S-8 common stock of PCIE (OTC BB)
to be delivered upon the signing of this contract.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The
COMPANY represents and warrants to ICD, each such representation and
warranty being deemed to be material that:
(a) The COMPANY will cooperate with ICD to enable ICD to
perform its obligations under this Agreement.
(b) The execution and performance of this Agreement by
the COMPANY has been duly authorized by the Board of
Directors of the COMPANY in accordance with
applicable law, and, to the extent required, by the
requisite number of shareholders of the COMPANY;
(c) The performance by the COMPANY of this Agreement will
not violate any applicable court decree, law or
regulation, nor will it violate any provisions of the
organizational documents of the COMPANY or any
contractual obligation by which the COMPANY may be
bound.
(d) The COMPANY will promptly deliver to ICD a complete
due diligence package to include the latest 10K,
latest 10Q, last 6 months of press releases and all
other relevant materials, including but not limited
to corporate reports, brochures, etc.
(e) The COMPANY will promptly deliver to ICD a list of
names and addresses of all shareholders of the
COMPANY which it is aware.
(f) The COMPANY will promptly deliver to ICD a list of
brokers and market makers of the COMPANY'S securities
which have been following the COMPANY.
(g) Because ICD will rely on such information to be
supplied by the COMPANY, all such information shall
be true, accurate, complete and not misleading, in
all respects.
(h) The COMPANY will act diligently and promptly in
reviewing materials submitted to it by ICD to enhance
timely distribution of the materials and will inform
ICD in writing of any inaccuracies contained therein
prior to the projected publication date.
5. DISCLAIMER BY ICD: ICD WILL BE THE PREPARER OF CERTAIN
PROMOTIONAL MATERIALS. ICD MAKES NO GUARANTEES THAT
(A) ITS SERVICE WILL RESULT IN ANY ENHANCEMENT TO THE
COMPANY (B) THE PRICE OF THE COMPANY'S PUBLICLY TRADED
SECURITIES WILL INCREASE, (C) ANY PERSON WILL PURCHASE
SECURITIES IN THE COMPANY, OR (D) ANY INVESTOR WILL LEND
MONEY TO OR INVEST IN OR WITH THE COMPANY.
<PAGE> 3
6. LIMITATION OF ICD LIABILITY: If ICD fails to perform its services
hereunder, its entire liability to the COMPANY shall not exceed $1.
7. OWNERSHIP OF MATERIALS: All rights, title and interest in and to
materials to be produced by ICD in connection with the contract and
other services to be rendered under this Agreement shall be remain the
sole and exclusive property of ICD, except that if the COMPANY pays the
Compensation, as defined in section 4 of this Agreement, it shall be
entitled to receive upon written request, one (1) copy of all such
materials.
8. CONFIDENTIALITY: Until such time as the same may become publicly known,
ICD agrees that any confidential information will not be revealed or
disclosed to any person or entity, except in the performance of this
Agreement, and upon completion of its services and upon written request
of the COMPANY all materials, original documentation provided by the
COMPANY will be returned to it. ICD will, however, require
Confidentiality Agreements from its own employees and from contractors
ICD reasonably believes will come in contact with confidential
information.
9. NOTICES: All notices hereunder shall be in writing and address to the
party at the address herein set forth, or at such other address as to
which notice pursuant to this section may be given, and shall be given
by personal delivery, by certified mail, express mail or by national
overnight courier services. Notices shall be deemed given upon the
earlier of actual receipt or three (3) business days after being mailed
or delivered to such courier service.
Notices shall be addressed to ICD at:
450 South Galena Suite 202
Aspen, Colorado 81611
And to the COMPANY at:
923 East 3rd Street
Unit 111
Los Angeles, Ca. 90013
Any notices to be given hereunder will be effected if executed
by and sent by the attorneys for the parties giving such
notice, and in connection therewith the parties and their
respective counsel agree that in giving such notice such
counsel may communicate directly in writing with such parties
to the extent necessary to give such notice.
10. SEPARABILITY: If one or more of the provisions of this Agreement shall
be held invalid, illegal, or unenforceable in any respect, such
provision, to the
<PAGE> 4
extent invalid, illegal, or unenforceable, and provided that such
provision is not essential to the transaction provided for by this
agreement, shall not affect any other provision hereof, and this
agreement shall be construed as if such provision had never been
contained herein.
11. ARBITRATION: Any controversy or claim arising out of or relating to the
Agent Agreement, or the breach thereof, shall be settled by arbitration
in accordance with the commercial arbitration rules of the American
Arbitration Association, and judgement upon the award rendered by
arbitrator(s) may be entered in any court having jurisdiction thereof.
12. MISCELLANEOUS: (a) EFFECTIVE DATE OF REPRESENTATIONS: Shall be no later
than the date ICD is prepared to distribute letters and/or brochures pursuant to
the contract.
(b) GOVERNING LAW: This agreement shall be governed by and interpreted
under the laws of the State of Colorado.
(c) CURRENCY: In all instances, references to dollars shall be deemed to be
United States Dollars.
(d) MULTIPLE COUNTERPARTS: This agreement may be executed in multiple
counterparts, each of which shall be deemed an original.
AGREED TO ON THIS ________ day of ____________, 1997.
INTERNATIONAL CORPORATE DEVELOPMENT, INC.
/s/ Donald S. Whitlock
- ---------------------------------------------
Donald S. Whitlock, President
Pacific International Enterprises, Inc.
/s/ Binks Graval
- ---------------------------------------------
Binks Graval, Chief Executive Officer
<PAGE> 1
EXHIBIT 5.1
OPINION OF JEFFERS, WILSON, SHAFF & FALK, LLP
JEFFERS, WILSON, SHAFF & FALK, LLP
ATTORNEYS AT LAW
18881 VON KARMAN AVENUE
SUITE 1400
IRVINE, CALIFORNIA 92612
TELEPHONE: (714) 660-7700
FACSIMILE: (714) 660-7799
August 25, 1997
Pacific International Enterprises
4431 Corporate Center Drive
Los Alamitos, CA 90720
Attention: Binks Graval
Re: Issuance of Shares Pursuant to S-8 Registration Statement
Dear Mr. Graval:
This letter relates to the issuance of up to 908,834 shares of Common
Stock, par value $.001 per share (the "Shares"), of Pacific International
Enterprises, Inc., a Nevada corporation (the "Company") registered pursuant to
that Registration Statement on Form S-8, filed with the Securities and Exchange
Commission on August 26, 1997 (the "Registration Statement"). You have requested
that we deliver to you an opinion as to whether the Shares will have been duly
authorized, validly issued, and, when issued, will be fully paid and
nonassessable shares of Common Stock of the Company. We have also examined the
Articles of Incorporation, as amended, and such other corporate records,
including the resolutions of the Company's Board of Directors, and such other
documents as we have deemed necessary in order to express the opinion set forth
below. In our examination we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals and the
conformity of all originals of all documents submitted to us as copies. As to
questions of fact material to such opinion, we have relied upon statements and
representations of the Company.
Our opinion is based on existing law which is subject to
change either prospectively or retroactively. Relevant laws could change in a
manner that could adversely affect the Company or its stockholders. We have no
obligation to inform the Company of any such change in the law. We have not been
requested to opine, and we have not opined, as to any issues other than those
expressly set forth herein. This opinion extends only to questions relating to
the validity of the Shares offered and sold
<PAGE> 2
under the Registration Statement. We express no opinion with respect to any
other issue.
We are admitted to practice law in the State of California and
our opinion is limited to federal law and the corporate laws of the State of
Nevada that affect such opinion. We express no opinion with respect to any other
law or the laws of any other jurisdiction.
Assuming the Shares are issued and paid for in accordance with
the terms of the offering described in the Registration Statement, including
documents incorporated by reference thereto, and when certificates representing
such Shares have been issued to the purchasers, based on the foregoing, we are
of the opinion that the Shares will have been duly authorized, validly issued,
and will be fully paid and nonassessable shares of Common Stock of the Company.
For purposes of rendering this opinion we have made such legal
and factual inquiries as we have deemed necessary under the circumstances.
Although we have not independently verified all of the facts relied upon for
purposes hereof, nothing has come to our attention that has led us to believe
that the facts are other than as stated herein or that there exist other
material facts not considered.
Our Opinion contained herein is solely for the benefit of the
Company and may be relied upon by the Company only in connection with the
Registration Statement. In this regard, we hereby consent to the filing of this
opinion, including this consent, as an exhibit to the Registration Statement.
Very truly yours,
/s/ JEFFERS, WILSON, SHAFF & FALK, LLP
-----------------------------------------
JEFFERS, WILSON, SHAFF & FALK, LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of Pacific International Enterprises, Inc. and Subsidiaries of our
report dated July 1, 1997 on our audit of the consolidated financial statements
of Pacific International Enterprises, Inc. and Subsidiaries as of December 31,
1996 and 1995, for the year ended December 31, 1996 and for the period from
inception (February 28, 1995) to December 31, 1995, which reports are included
in the Annual Reports on Form 10-KSB.
CACCIAMATTA ACCOUNTANCY CORPORATION
Irvine, California
August 22, 1997
