As filed with the Securities and Exchange Commission on January 23, 1998
Registration No. 333-______________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CORONADO INDUSTRIES, INC.
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(Exact name of Registrant as specified in its charter)
Nevada 22-3161629
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16929 E. Enterprise Drive, Suite 202, Fountain Hills, Arizona 85268
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(Address of Principal Executive Offices) (Zip Code)
Consultant Compensation Plan
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(Full title of the plan)
Gary R. Smith
President
Coronado Industries, Inc.
16929 E. Enterprise Drive, Suite 202, Fountain Hills, AZ 85268
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(Name and address of agent for service)
(602) 837-6810
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(Telephone number, including area code, of agent for service)
With copy to:
Michael K. Hair, P.C.
7407 E. Ironwood Court
Scottsdale, Arizona 85258
(602) 443-9657
Approximate Date of Commencement of Proposed Sale: As soon as practicable after
the Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Offering Registration
Registered Registered Per Share * Price * Fee
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Common Stock,
$.001 par value 20,000 $1.00 $20,000 $6.06
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* Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act
of 1933, on the basis of the average of the bid and asked price for shares of
Common Stock on December 30, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1
THE PLAN
The name of this plan is the Michael K. Hair, P.C. Compensation Plan (the
"Plan") and Coronado Industries, Inc. (the "Registrant") will fund the Plan with
up to 20,000 shares of its $.001 par value common stock (the "Stock"). The Plan
is the Letter Agreement between Michael K. Hair, P.C. ("MKH") and the
Registrant. The Plan is not subject to the provisions of ERISA and the Plan has
no administrators.
DESCRIPTION OF REGISTRANT'S SECURITIES
The authorized capital stock of the Company consists of 25,000,000 shares
of common stock ("Common Stock"), of which 18,960,653 shares were issued and
outstanding on December 5, 1997, and 3,000,000 shares of $.001 par value
Preferred Stock, of which no shares have been issued as of December 5, 1997. All
presently outstanding shares are duly authorized, fully-paid and non-assessable.
Each share of the Common Stock is entitled to one vote on all matters to be
voted on by the shareholders, such as the election of certain directors and
other matters that directly impact the rights of the holders of such class.
There is no cumulative voting in the election of directors. Holders of Common
Stock are entitled to receive such dividends as may be declared from time to
time by the Board of Directors out of funds legally available therefor. In the
event of any dissolution, winding up or liquidation of the Company, the shares
of Common Stock will share ratably in all the funds available for distribution
after payment of all debts and obligations. The holders of Common Stock are
subject to any rights that may be fixed for holders of preferred stock as
designated upon issuance.
ISSUANCE OF SHARES
MKH is the only participant in the Plan and has paid for the Shares by
performing the services described in the Letter Agreement executed by MKH and
the Registrant. The Shares totalling $20,000 in value will be issued to MKH by
the Registrant pursuant to the Plan.
The Shares will not be purchased in the open market.
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RESALE RESTRICTIONS
Since the Registrant does not satisfy the requirements for the use of Form
S-3, MKH, even though not a controlling person, is bound by the volume
limitations of Rule 144, which would not be applicable because any shareholder
may sell up to 189,000 shares of Registrant's common stock in any 90 day period
under Rule 144.
ITEM 2
The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996 and all reports filed with the Securities and Exchange
Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 subsequent to December 31, 1996 are incorporated by reference into this
Prospectus. Copies of these documents are available to MKH, without charge, upon
written or oral request made to the Registrant at 16929 E. Enterprise Drive,
Suite 202, Fountain Hills, Arizona 85268, telephone number (602) 837-6810.
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PART I
INFORMATION REQUIRED IN THE REOFFER PROSPECTUS
ITEM 1
THE PLAN
The name of this plan is the Michael K. Hair, P.C. Compensation Plan (the
"Plan") and Coronado Industries, Inc. (the "Registrant") has funded the Plan
with up to 20,000 shares of its $.001 par value common stock (the "Stock"). The
Plan is the Letter Agreement between Michael K. Hair, P.C. ("MKH") and the
Registrant. The Plan is not subject to the provisions of ERISA and the Plan has
no administrators.
DESCRIPTION OF REGISTRANT'S SECURITIES
The authorized capital stock of the Company consists of 25,000,000 shares
of common stock ("Common Stock"), of which 18,960,653 shares were issued and
outstanding on December 5, 1997, and 3,000,000 shares of $.001 par value
Preferred Stock, of which no shares have been issued as of December 5, 1997. All
presently outstanding shares are duly authorized, fully-paid and non-assessable.
Each share of the Common Stock is entitled to one vote on all matters to be
voted on by the shareholders, such as the election of certain directors and
other matters that directly impact the rights of the holders of such class.
There is no cumulative voting in the election of directors. Holders of Common
Stock are entitled to receive such dividends as may be declared from time to
time by the Board of Directors out of funds legally available therefor. In the
event of any dissolution, winding up or liquidation of the Company, the shares
of Common Stock will share ratably in all the funds available for distribution
after payment of all debts and obligations. The holders of Common Stock are
subject to any rights that may be fixed for holders of preferred stock as
designated upon issuance.
The Company has engaged Olde Monmouth Stock Transfer at 77 Memorial
Parkway, Suite 101, Atlantic Highlands, NJ 07716 as its stock transfer agent.
ISSUANCE OF SHARES
MKH is the only participant in the Plan and has paid for the Shares by
performing the services described in the Letter Agreement executed by MKH and
the Registrant. The Shares totalling $20,000 in value have been issued to MKH by
the Registrant upon execution of the Letter Agreement.
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RESALE RESTRICTIONS
There are no restrictions on resale upon the purchasers of the Shares from
MKH.
ITEM 2
The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996 and all reports filed with the Securities and Exchange
Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 subsequent to December 31, 1996 are incorporated by reference into this
Prospectus. Copies of these documents are available to MKH, without charge, upon
written or oral request made to the Registrant at 16929 E. Enterprise Drive,
Suite 202, Fountain Hills, Arizona 85268, telephone number (602) 837-6810.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference into this
Registration Statement: (a) the Registrant's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1996; and (b) all reports filed with the
Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 subsequent to December 31, 1996.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
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 such documents.
Item 4. DESCRIPTION OF SECURITIES. Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article V of the Company's Articles of Incorporation eliminates the
personal liability of directors of the Company for violation of their fiduciary
duty of care.
Section 78.751 of the Nevada General Corporation Law, as amended, applies
to the Company and provides for the indemnification of officers and directors in
specified instances. It permits a corporation, pursuant to a bylaw provision or
in an indemnity contract, to pay an officer's or director's litigation expenses
in advance of a proceeding's final disposition, and provides that rights arising
under an indemnity agreement or bylaw provision may continue as to a person who
has ceased to be a director or officer.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
Item 8. EXHIBITS.
Exhibit Index located at Page 9.
Item 9. UNDERTAKINGS.
(a) 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;
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(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;
provided, however, that paragraphs (i) and (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
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(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 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 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 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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.
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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 Fountain Hills, and the State of Arizona, on January
23, 1998.
Coronado Industries, Inc.
By /s/ Gary R. Smith
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Gary R. Smith
President
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.
Signature Title Date
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/s/ Gary R. Smith President (Chief Executive January 23, 1998
- ------------------------ Officer); Treasurer (Principal
Gary R. Smith Financial and Accounting Officer);
Director
/s/ G. Richard Smith Secretary; Director January 23, 1998
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G. Richard Smith
Director
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John T. LiVecchi
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EXHIBIT INDEX
Exhibit
Number Description Method Of Filing
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4 Compensation Plan *
5 Form of opinion rendered by Michael K. Hair, P.C., *
counsel for the Registrant (including consent)
24.1 Consent of Accountants *
24.2 Consent of Counsel See Exhibit 5
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* Filed herewith
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EXHIBIT 4
Michael K. Hair, P.C.
Attorney at Law
7407 E. Ironwood Court
Scottsdale, Arizona 85258
Tel. (602) 443-9657
Fax (602) 443-1908
December 9, 1997
Gary R. Smith, President
Coronado Industries, Inc.
16929 E. Enterprise Drive, Suite 202
Fountain Hills, AZ 85268
Re: Outstanding Bill for Legal Services
Dear Mr. Smith:
My firm's latest invoice for outstanding fees and costs for legal services
rendered to your Company over the last several months totals $58,986.87. These
services included work in connection with two private placements, preparation of
one annual report on Form 10-KSB, three quarterly reports on Form 10-QSB, two
Forms 8-K, and several contracts and promissory notes, and attending several
meetings and preparing over 180 other legal documents and correspondence.
This letter agreement will confirm our understanding as to how the Company
will be paying for these services during the next two months.
It is my understanding that the Company has agreed to pay my firm the cash
sum of $38,986.87 from the closing of securities offerings to take place during
the remainder of the month of December 1997 and/or January 1998. In addition,
the Company has agreed to register and issue up to 20,000 shares of its common
stock in the name of Michael K. Hair pursuant to a Form S-8 as payment of
$20,000 of legal fees and costs, with the exact number of shares to depend upon
the price at which the shares can be sold in the future.
If Company agrees to these payment terms, please execute this
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Gary R. Smith
December 9, 1997
Page 2
letter agreement in the space provided below and return a copy of this
letter agreement to me.
Very truly yours,
Michael K. Hair, P.C.
By: /s/ Michael K. Hair
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Michael K. Hair, President
Coronado Industries, Inc. hereby agrees to the payment terms described
above.
Coronado Industries, Inc.
By: /s/ Gary R. Smith
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Gary R. Smith, President
EXHIBIT 5
January 23, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Coronado Industries, Inc. - Compensation Plan
Ladies and Gentlemen:
We have acted as counsel to Coronado Industries, Inc., a Nevada corporation
(the "Company"), in connection with its Registration Statement on Form S-8 (the
"Registration Statement") filed under the Securities Act of 1933 relating to the
registration of 20,000 shares of its Common Stock, $.001 par value (the
"Shares"), issuable pursuant to the Company's Compensation Plan (the "Plan").
In that connection, we have examined such documents, corporate records and
other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including the Articles of Incorporation and the Bylaws of the
Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly organized and is validly existing as a
corporation under the laws of the State of Nevada.
2. The Shares, when issued and sold in accordance with the terms of
the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Michael K. Hair, P.C.
By: /s/ Michael K. Hair
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Michael K. Hair, President
EXHIBIT 24.1
[LETTERHEAD OF SEMPLE & COOPER, LLP]
As independent certified public accountants, we hereby consent to the
incorporation by reference in the Form S-8 registration statement to be filed on
or about January 22, 1998, of our report dated May 27, 1997, included in
Coronado Industries, Inc.'s Form 10-KSB for the year ended December 31, 1996,
and to all references to our Firm included in this registration statement.
/s/ Semple & Cooper, LLP
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Phoenix, Arizona
January 20, 1998
