As filed with the Securities and Exchange
Commission on September 8, 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
WADE COOK FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 91-1772094
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
14675 Interurban Avenue S.,
Seattle, Washington 99168-4664
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(Address of Principal Executive Offices)
Wade Cook Financial Corporation 1997 Stock Incentive Plan
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(Full title of the plan)
Acorn Corporate Services, Inc.
3885 S. Decatur Blvd., Suite 2010
Las Vegas, Nevada 89103
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(Name and address of agent for service)
(702) 796-6060
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
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Title of Securities Amount to Proposed Maximum Offering Proposed Maximum Amount of
to be Registered(1) be Registered Price Per Share (2) Aggregate Offering Price Registration Fee(2)
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<S> <C> <C> <C> <C>
Common Stock 5,000,000 shares $0.385 $1,923,000 $535.00
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</TABLE>
(1) Common Stock, par value $0.001 per share, offered by the Company pursuant
to the Plan described herein.
(2) The proposed maximum offering price per share and the registration fee were
calculated in accordance with rule 457(c) and (h) based on the average bid
and ask prices for the Registrant's common shares on September 7, 1999, as
quoted on the OTC Bulletin Board, which was $0.385 per share.
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<PAGE>
This registration statement on Form S-8 registers Common Stock, par value $0.001
per share, of Wade Cook Financial Corporation (the "Registrant") to be issued
pursuant to the exercise of options or shares granted under the Registrant's
1997 Stock Incentive Plan.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) below are incorporated by reference in
this registration statement.
(a) The Registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
for the fiscal year ended December 31, 1998 filed on March 31, 1999 and amended
on April 30, 1999.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
incorporated by reference herein pursuant to (a) above.
(c) The description of the Registrant's securities contained in the
Registrant's registration statement on Form 10/A filed with the Securities and
Exchange Commission on April 24, 1998, including any amendment or report filed
for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment 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 herein and to be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
None
Item 6. Indemnification of Directors and Officers.
The Nevada General Corporation Law (the "Nevada Act") authorizes Nevada
corporations to indemnify any person who was or is a party to any proceeding
(other than an action by, or in the right of, the corporation), by reason of the
fact that he or she 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 or other entity,
against liability incurred in connection with such proceeding, including any
appeal thereof, if he or she acted in good faith and in a manner he or she
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 or her conduct was unlawful. In the case of an
action by or on behalf of a corporation, indemnification may not be made if the
person seeking indemnification is adjudged liable, unless the court in which
such action was brought determines such person is fairly and reasonably entitled
to indemnification. The indemnification provisions of the Nevada Act require
indemnification if a director or officer has been successful on the merits or
otherwise in defense of any action, suit, or proceeding to which he or she was a
party by reason of the fact that he or she is or was a director or officer of
the corporation. The indemnification authorized under Nevada law is not
exclusive and is in addition to any other rights granted to officers and
directors under the Articles of Incorporation or Bylaws of a corporation or any
agreement between officers and directors and a corporation. A corporation may
purchase and maintain insurance or furnish similar protection on behalf of any
officer or director against any liability asserted against the officer or
director and incurred by the officer or director in such capacity, or arising
out of the status, as an officer or director, whether or not the corporation
would have the power to indemnify him or her against such liability under the
Nevada Act.
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<PAGE>
The Registrant's Articles of Incorporation require the Registrant to indemnify
and hold harmless, to the fullest extent permitted under the Nevada Act, any and
all persons whom it shall have power to indemnify under the Nevada Act from and
against any and all liabilities (including expenses) in which such persons may
be involved or with which such persons may be threatened, or from other matters
referred to in or covered by the Nevada Act. Such indemnification applies to
liabilities arising out of actions in such persons' official capacity and
actions in another capacity while holding such office. The requirement of the
Registrant to indemnify such persons continues until such person has ceased to
be a director or officer of the Registrant.
The Registrant's Bylaws provide for the indemnification of directors and
executive officers of the Registrant to the maximum extent permitted by the
Nevada Act and for the payment of judgments, penalties, fines, settlements and
reasonable expenses (including attorneys' fees) actually and reasonably incurred
in connection with the defense of a proceeding that the director or executive
officer was a party to by reason of the fact that he or she is or was a director
or executive officer of the Registrant. The Registrant's Bylaws authorize the
Board of Directors of the Registrant, at any time, to approve indemnification of
any other person which the Registrant has the power to indemnify under the
Nevada Act.
The Registrant also has entered into agreements with each of its current
directors and executive officers pursuant to which it is obligated to indemnify
those persons to the fullest extent authorized by law and to advance payments to
cover defense costs against an unsecured obligation to repay such advances if it
is ultimately determined that the recipient of the advance is not entitled to
indemnification. Under the terms of the indemnification agreements, the
Registrant is not required to indemnify a director or officer if the indemnified
loss results from any of the following: (a) a violation of Section 16(b) of the
Exchange Act; (b) any claims initiated or brought voluntarily by the director or
officer, except for claims made by way of defense; (c) any claim brought by the
director or officer to enforce or interpret the indemnification agreement, if a
court of competent jurisdiction determines that each of the material assertions
made by the director or officer were not made in good faith or were frivolous;
and (d) any amounts which have been paid directly to the director or officer by
an insurance carrier under a policy of officers' and directors' liability
insurance maintained by the Registrant.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Securities Act") may be permitted to directors, officers,
or persons controlling the Registrant pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
Exhibit Number Exhibit
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*4.1 The Wade Cook Financial Corporation 1997 Stock Incentive
Plan
5.1 Opinion of Kummer, Kempfer, Bonner & Renshaw
23.1 Consent of Miller & Company
23.2 Consent of Kummer, Kempfer, Bonner & Renshaw (Included in
Exhibit 5.1)
24.1 Power of Attorney (See page II-5 of this registration
statement)
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* Previously filed as Exhibit 10.1 to the registrant's quarterly report on
Form 10-Q for the period ending September 30, 1998, filed on November 16,
1998.
II-2
<PAGE>
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;
(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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
change in volume and price represents no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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, Form S-8, or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this 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.
(c) 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 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 Securities 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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<PAGE>
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 Tukwila, State of Washington, on this 10th day
of September, 1999.
WADE COOK FINANCIAL CORPORATION
By: /s/ Wade B. Cook
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Wade B. Cook, President
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<PAGE>
Power of Attorney
Each person whose signature appears below constitutes and appoints Wade
Cook and Richard Smith, or any of them, his attorney-in-fact, with the power of
substitution, for them in any and all capacities, to sign any amendments to this
registration statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact, or their
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ Wade B. Cook
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Wade B. Cook Chairman, President, Chief September 10, 1999
Executive Officer, Director
(Principal Executive Officer)
/s/ Richard Smith
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Richard Smith Chief Financial Officer, September 10, 1999
Treasurer, Assistant Secretary
(Principal Financial Officer and
Accounting Officer)
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Laura M. Cook Secretary, Director September 10, 1999
/s/ Robert T. Hondel
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Robert T. Hondel Director September 10, 1999
/s/ Joel Black
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Joel Black Director September 10, 1999
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Nicholas Dettman Director September 10, 1999
/s/ Robin Anderson
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Robin Anderson Director September 10, 1999
/s/ Angela Pirtle
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Angela Pirtle Director September 10, 1999
/s/ Janice Leysath
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Janice Leysath Director September 10, 1999
II-5
<PAGE>
/s/ Greg Maxwell
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Greg Maxwell Director September 10, 1999
/s/ John Lang
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John Lang Director September 10, 1999
/s/ Dan Wagner
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Dan Wagner Director September 10, 1999
II-6
<PAGE>
Exhibit Index
Exhibit Number Exhibit Page
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*4.1 The Wade Cook Financial Corporation 1997 Stock
Incentive Plan
5.1 Opinion of Kummer, Kempfer, Bonner & Renshaw
23.1 Consent of Miller & Company
23.2 Consent of Kummer, Kempfer, Bonner & Reshaw (Included in
Exhibit 5.1)
24.1 Power of Attorney (See page II-5 of this registration
statement)
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* Previously filed as Exhibit 10.1 to the registrant's quarterly report on
Form 10-Q for the period ending September 30, 1998, filed on November 16,
1998.
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EXHIBIT 5.1
[KUMMER KAEMPFER BONNER & RENSHAW
Attorneys at Law
Letterhead]
September 1, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Wade Cook Financial Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
As counsel to Wade Cook Financial Corporation, a Nevada corporation (the
"Company"), we are rendering this opinion in connection with the registration by
the Company of five million (5,000,000) shares of its common stock, par value
$0.01 per share (the Shares"), on Form S-8 (the "Registration Statement") for
issuance under the Company's 1997 Stock Incentive Plan.
We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinions hereinafter stated. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals. We have also assumed
the accuracy of the facts contained and recited in the documents. Further, we
have assumed the conformity to originals those documents submitted to us as
copies and that the final Registration Statement will materially conform to the
draft reviewed. We further assume the documents have not been rescinded,
modified or altered in any manner whatsoever as of the date hereof.
We are admitted to the Bar of the State of Nevada. In rendering our
opinions hereinafter stated, we have relied upon the applicable laws of the
State of Nevada as those laws presently exist and as they have been applied and
interpreted by courts having jurisdiction within the State of Nevada. We express
no opinion as to the laws of any other jurisdiction or of the United States of
America, and we assume no responsibility as to the applicability thereto or
effect thereon.
<PAGE>
Securities and Exchange Commission
September 1, 1999
Page 2
Based upon our examination and subject to the limitations hereinabove
provided, we are of the opinion that the Shares, when sold pursuant to the
Registration Statement, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of the foregoing opinion as an exhibit to
the Registration Statement to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and to the use of our
name in such Registration Statement.
Very truly yours,
/s/ Kummer Kaempfer Bonner & Renshaw
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Kummer Kaempfer Bonner & Renshaw
EXHIBIT 23.1
[MILLER AND CO. LETTERHEAD]
CONSENT OF MILLER AND CO. INDEPENDENT AUDITORS
We consent to the incorporation, by reference in the Registration Statement on
Form S-8, pertaining to the registration of 5,000,000 shares of common stock of
Wade Cook Financial Corporation under the Wade Cook Financial Corporation 1997
Stock Incentive Plan of our report dated March 1, 1999, with respect to the
consolidated financial statements and schedule of Wade Cook Financial
Corporation included in its Annual Report on Form 10-K for the year ended
December 31, 1998, as amended, filed with the Securities Exchange Commission.
/s/ Miller and Co.
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MILLER AND CO.
August 30, 1999
