DAWCIN INTERNATIONAL CORP, S-8, 1997-01-08

DAWCIN INTERNATIONAL CORP
S-8, 1997-01-08
BUSINESS SERVICES, NEC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Dawcin International Corp.
--------------------------------------------------------
(Exact name of registrant as specified in its charter)

New York 11-2857523
--------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

100 Garden City Plaza, Garden City, New York 11530
--------------------------------------------------------
(Address of Executive Offices)

1997 Consultant Stock Compensation Plan
--------------------------------------------------------
(Full title of the plan)

100 Garden City Plaza, Garden City, New York 11530
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(Name and address of agent for service)

516-739-8800
--------------------------------------------------------
(Telephone number, including area code of agent for service)

- -------------------------------------------------------------------------------

CALCULATION OF REGISTRATION FEE

(1) Calculated in accordance with Rule 457(b)(1) using the average of the bid
and asked prices for the common stock on January 6, 1997.

<PAGE>

Form S-8 Registration of Additional Securities

The contents of the earlier Form S-8 Registration Statements, S.E.C.
File #333-15367, S.E.C. File #333-1232, S.E.C. File #33-80307, S.E.C. File
#33-95626, S.E.C. File #33-94564, S.E.C. File #33-93748, S.E.C. File #33-91860,
S.E.C. File #33- 90322, S.E.C. File #33-88754, S.E.C. File #33-82128, S.E.C.
File #33-64718, S.E.C. File #33-59970 and S.E.C. File #33-77026 are
incorporated by reference. Any information required in the new registration
statement that is not in the earlier registration statement is presented in
this Registration Statement.

<PAGE>

PART II

Item 3. Incorporation of Documents by Reference.

The registrant incorporates the following documents by reference in
this Registration Statement:

(a) The registrant's Quarterly Report on Form 10-QSB for the period
ended September 30, 1996.

(b) The registrant's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 1996.

(d) The registrant's Quarterly Report on Form 10-QSB for the period
ended December 31, 1995.

(e) The registrant's Quarterly Report on Form 10-Q for the period
ended September 30, 1995.

(f) The registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1995.

(g) The registrant's Quarterly Report on Form 10-Q for the period
ended March 31, 1995.

(h) The registrant's Quarterly Report on Form 10-Q for the period
ended December 31, 1994.

(i) The registrant's Quarterly Report on Form 10-Q for the period
ended September 30, 1994.

(j) The registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1994.

(k) The registrant's Quarterly Report on Form 10-Q for the period
ended March 31, 1994.

(l) The registrant's Quarterly Report on Form 10-Q for the period
ended December 31, 1993.

(m) The registrant's Quarterly Report on Form 10-Q for the period
ended September 30, 1993.

(n) The registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1993.

(o) The registrant's Quarterly Report on Form 10-Q for the period
ended March 31, 1993.

(p) The registrant's Quarterly Report on Form 10-Q for the period
ended December 31, 1992.

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(q) The registrant's Quarterly Report on Form 10-Q for the period
ended September 30, 1992.

(r) The registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 1992.

(s) Form S-8 Registration Statement and its contents filed
March 15, 1995.

(t) Form S-8 Registration Statement and its contents filed
January 25, 1995.

(u) Form S-8 Registration Statement and its contents filed
July 26, 1994.

(v) Form S-8 Registration Statement and its contents filed
March 22, 1994.

(w) Form S-8 Registration Statement and its contents filed
June 8, 1994.

(x) Form S-8 Registration Statement and its contents filed
March 24, 1993.

(y) Form S-8 Registration Statement and its contents filed
January 7, 1993.

(z) Form S-8 Registration Statement and its contents filed
December 7, 1992.

(aa) Form S-8 Registration Statement and its contents filed October
20, 1992.

(ab) All other documents filed by registrant after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to this Registration Statement which deregisters the securities
covered hereunder which remain unsold.

<PAGE>

Item 4. Description of Securities.

The Company's authorized capitalization is 150,000,000 shares of
Common Stock, par value $.0001 per share, of which 1,158,699 shares were issued
and outstanding as of December 31, 1996. Please note that on October 16, 1996,
Dawcin International Corp., formerly known as Command Credit Corporation,
effectuated a one for two-hundred reverse stock split. Holders of the Company's
Common Stock are entitled to one vote per share on each matter submitted to
vote at any meeting of shareholders. Shares of Common Stock do not carry
cumulative voting rights and therefore, holders of a majority of the
outstanding shares of Common Stock will be able to elect the entire board of
directors and, if they do so, minority shareholders would not be able to elect
any members of the board of directors. The Company's board of directors has
authority, without action by the Company's shareholders, to issue all or any
portion of the authorized but unissued shares of Common Stock, which would
reduce the percentage ownership of the Company of its shareholders and which
may dilute the book value of the Common Stock.

Shareholders of the Company have no preemptive rights to acquire
additional shares of Common Stock. The Common Stock is not subject to
redemption and carries no subscription or conversion rights. In the event of
liquidation of the Company, the shares of common stock are entitled to share
equally in corporate assets after satisfied of all liabilities. Holders of
Common Stock are entitled to receive such dividends as the board of directors
may from time to time declare out of the funds legally available for the
payment of dividends. The Company has not paid cash dividends on its Common
Stock and does not anticipate that it will pay cash dividends in the
foreseeable future.

Item 5. Interest of Counsel and Named Experts.

Not Applicable.

Item 6. Indemnification of Officers and Directors.

The Company's Articles of Incorporation and Bylaws provide for
indemnification of directors and officers against certain liabilities. Officers
and directors of the Company are indemnified generally against expenses
actually and reasonably incurred in connection with proceedings, whether civil
or criminal.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act"), may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.

<PAGE>

Item 7. Exemption from Registration Claimed.

The issuance of the securities to be offered hereby 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". As a condition precedent to
each sale or gift, the respective purchaser was required to execute an
investment letter and consent to the imprinting of a restrictive legend on each
stock certificate received from the registrant.

Item 8. Exhibits.

5 Opinion of Robert W. Seiffert, Esq.

10 1997 Consultant Stock Compensation Plan

24 Consent of Gulian & Company, Certified Public
Accountants

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 at that time
shall be deemed to be the initial bona fide offering thereof.

<PAGE>

(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 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.

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>

EXHIBIT INDEX

Exhibits Description
- -------- -----------

5 Opinion and Consent of
Robert W. Seiffert, Esq.

10 1997 Consultant Stock
Compensation Plan

24 Consent of Gulian & Company,
Certified Public Accountants

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EXHIBIT 5

OPINION AND CONSENT OF

ROBERT W. SEIFFERT, ESQ.

<PAGE>

ROBERT W. SEIFFERT
Attorney At Law
2787 Long Beach Rd.
Oceanside, New York 11572

January 7, 1997

Ladies and Gentlemen:

You have requested my opinion with respect to the securities included
in the Company's registration statement of Form S-8 (the "Registration
Statement"), which will be filed with the Securities and Exchange Commission in
1997.

In my role as counsel to the Company, I have examined the original or
certified copies of such records of the Company and such agreements,
certificates of public officials, certificates of officers or representatives
of the Company and others, and such other documents as I deem relevant and
necessary for the opinion expressed in this letter. In such examination, I have
assumed the genuiness of all signatures on original documents and the
conformity to original documents of all copies submitted to me as conformed or
photostatic copies. As to various questions of fact material to such opinion, I
have relied upon statements or certificates of officials and representatives of
the Company and others.

The legal opinion expressed herein relates solely to New York
corporate law. Based upon and subject to the foregoing, I am of the opinion
that:

When the Registration Statement becomes effective under the Securities
Act of 1933, as amended, and the securities are issued and distributed
as contemplated in the Registration Statement, the securities will
constitute legally issued, paid and non-assessable securities of the
Company.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that I
am included within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations promulgated thereunder.

Very truly yours,

/s/ Robert W. Seiffert
------------------------
Robert W. Seiffert, Esq.

<PAGE>

EXHIBIT 10

1997 CONSULTANT
STOCK COMPENSATION PLAN

<PAGE>

1997 CONSULTANT STOCK COMPENSATION PLAN

I. Purpose of the Plan.

The purpose of this Plan is to further the growth of Dawcin
International Corp. and its Subsidiaries (together being the "Company") by
allowing the Company to compensate consultants and certain other persons
providing bona fide services to the Company, through the award of Dawcin
International Corp. common stock.

II. Definitions.

Whenever used in this Plan, the following terms shall have the
meanings set forth in this Section:

1. "Award" means any grant of Common Stock made under this
Plan.

2. "Board of Directors" means the Board of Directors of
Dawcin International Corp.

3. "Code" means the Internal Revenue Code of 1986, as
amended.

4. "Common Stock" means the common stock, par value $.0001
per share, of Dawcin International Corp.

5. "Date of Grant" means the day the Board of Directors
authorizes the grant of an Award or such later date as
may be specified by the Board of Directors as the date
a particular Award will become effective.

6. "Employee" means any person or entity that renders bona
fide services to the Company (including, without
limitation, the following: a person employed by the
Company in a key capacity; an officer or director of
the Company; a person or company engaged by the Company
as a consultant; or a lawyer, law firm, accountant or
accounting firm.

7. "Subsidiary" means any corporation that is a subsidiary
with regard to as that term is defined in Section
424(f) of the Code.

III. Effective Date of the Plan.

The effective date of this Plan is January 9, 1997.

<PAGE>

IV. Administration of the Plan.

The Board of Directors will be responsible for the administration of
this Plan, and will grant Awards under this Plan. Subject to the express
provisions of this Plan, the Board of Directors shall have full authority and
sole and absolute discretion to interpret this Plan, to prescribe, amend and
rescind rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in administering
this Plan. The determinations of the Board of Directors on the matters referred
to in this Section shall be conclusive. The Board of Directors shall have sole
and absolute discretion to amend this Plan. No member of the Board of Directors
shall be liable for any act or omission in connection with the administration
of this Plan unless it resulted from the member's willful misconduct.

V. Stock Subject to the Plan.

The maximum number of shares of Common Stock as to which Awards may be
granted under this Plan is 2,300,000 shares. The Board of Directors may
increase the maximum number of shares of Common Stock as to which Awards may be
granted at such time as it deems advisable.

VI. Persons Eligible to Receive Awards.

Awards may be granted only to Employees.

VII. Grants of Awards.

Except as otherwise provided herein, the Board of Directors shall have
complete discretion to determine when and to which Employees Awards are to be
granted, and the number of shares of Common Stock as to which Awards granted to
each Employee will relate. No grant will be made if, in the judgment of the
Board of Directors, such a grant would constitute a public distribution within
the meaning of the Securities Act of 1933, as amended (the "Act"), or the rules
and regulations promulgated thereunder.

VIII. Delivery of Stock Certificates.

As promptly as practicable after authorizing the grant of an Award,
Dawcin International Corp. shall deliver to the person who is the recipient of
the Award, a certificate or certificates registered in that person's name,
representing the number of shares of Common Stock that were granted. If
applicable, each certificate shall bear a legend to indicate that the Common
Stock represented by the certificate was issued in a transaction which was not
registered under the Act, and may only be sold or transferred in a transaction
that is registered under the Act or is exempt from the registration
requirements of the Act.

<PAGE>

IX. Employment.

Nothing in this Plan or in the grant of an Award shall confer upon any
Employee the right to continue in the employ of the Company nor shall it
interfere with or restrict in any way the rights of the Company to discharge
any Employee at any time for any reason whatsoever, with or without cause.

X. Laws and Regulations.

1. The obligation of Dawcin International Corp. to sell and deliver
shares of Common Stock on the grant of an Award under this Plan shall be
subject to the condition that counsel for Dawcin International Corp. be
satisfied that the sale and delivery thereof will not violate the Act or any
other applicable laws, rules or regulations.

2. This Plan is intended to meet the requirements of Rule 16b-3 in
order to provide officers and directors with certain exemptions from Section
16(b) of the Securities Exchange Act of 1934, as amended.

XI. Withholding of Taxes.

If subject to withholding tax, the Company shall be authorized to
withhold from an Employee's salary or other cash compensation such sums of
money as are necessary to pay the Employee's withholding tax. The Company may
elect to withhold from the shares to be issued hereunder a sufficient number of
shares to satisfy the Company's withholding obligations. If the Company becomes
required to pay withholding taxes to any federal, state or other taxing
authority as a result of the granting of an Award and the Employee fails to
provide the Company with the funds with which to pay that withholding tax, the
Company may withhold up to 50% of each payment of salary or bonus to the
Employee (which will be in addition to any other required or permitted
withholding), until the Company has been reimbursed for the entire withholding
tax it was required to pay.

XII. Termination of the Plan.

The Board of Directors may suspend or terminate this Plan at any time
or from time to time, but no such action shall adversely affect the rights of a
person granted an Award under this Plan prior to that date.

XIII. Delivery of Plan.

A copy of this Plan shall be delivered to all participants, together
with a copy of the resolution or resolutions of the Board of Directors
authorizing the granting of the Award and establishing the terms, if any, of
participation.

<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 Town of Garden City, State of New York, on this 7th day
of January, 1997.

DAWCIN INTERNATIONAL CORP.

By: /s/ William G. Lucas
---------------------------
William G. Lucas
Chairman & Chief Executive
Officer

Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints William G. Lucas, Chairman, or his
successor in office, with full power to act as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all capacities (until
revoked in writing) to sign any and all amendments (including post effective
amendments and amendments thereto) this Registration Statement on Form S-8 of
Dawcin International Corp., and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully for all intents and purposes, as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact or his substitute may lawfully do or cause to be done by
virtue hereof.

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 dates indicated.

<PAGE>

Signature Title Date
- --------- ----- ----

/s/ William G. Lucas Chairman & Chief January 7, 1997
- ---------------------- Executive Officer
William G. Lucas

/s/ John George Treasurer & Director January 7, 1997
- ----------------------
John George

/s/ Robert W. Seiffert Director January 7, 1997
- ----------------------
Robert W. Seiffert

/s/ Lisa Vota Vice President Finance, January 7, 1997
- ---------------------- Secretary & Director
Lisa Vota

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EXHIBIT 24

CONSENT OF GULIAN & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>

GULIAN & COMPANY
Certified Public Accountants
62 West 47th Street
Suite 912
New York, New York 10036
(212) 730-5798

January 7, 1997

The Securities and Exchange Commission
26 Federal Plaza
New York, NY

Consent of Certified Public Accountant

We have issued our reports dated September 25, 1996, relating to the financial
statements of Command Credit Corporation, currently known as Dawcin
International Corp. pursuant to a name change on October 16, 1996, for the
years ended June 30, 1996 and 1995 and the financial statements of Command
Credit Corporation for the two years ended June 30, 1996 and 1995. We consent
to their use in the Form S-8 dated January 7, 1997.

/s/ Gulian & Company
------------------------
Gulian & Company

New York, NY
January 7, 1997