UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AFFORDABLE HOMES OF AMERICA, INC.
(Exact name or Registrant as specified in its charter)
Nevada 87-0434297
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) number)
4505 W. Hacienda Ave. Unit I-1
Las Vegas, Nevada 89118
702-579-4888
(Name, address, including zip code, and telephone numbers,
including area code, of agent of service)
CALCULATION OF REGISTRATION FEE
<TABLE>
Title of Securities to Amount to Proposed Proposed Amount of
be registered be maximum maximum registrati
registered Offering aggregate on fee
price per offering
share(2) price
<S> <C> <C> <C> <C>
Common Stock (1) 400,000 1.00 $400,000.00 $104.80
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan being registered pursuant
to this Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the
Securities Act, solely for purposes of determining the registration fee based
on the average of the bid and asked prices of the Registrant's Shares
reported on the OTC Bulletin Board on Mar. 14, 2000
(3) (3) The amount to be registered includes shares to be issued
pursuant to the grant of incentive awards under the Affordable Homes of
America, Inc. 1998 Stock Incentive/Option Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1999.
2. All other reports filed by the Company pursuant to Section 13(a) and
15(d) of the 1934 Act since June 30,1999.
All other 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 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 herein and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated herein by reference modifies or supersedes such
statement. Any statement so modified or superceded, shall not be deemed
except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Nevada law permits a company to indemnify its directors
and officers, except for any act of dishonesty. Affordable Homes of America,
Inc. ("AHOA") has provided in its By-Laws that the directors and officers of
AHOA will be indemnified and secured harmless to the full extent permitted by
law out of the assets of AHOA from and against all actions, costs, charges,
losses, damages and expenses incurred by reason of any act done, concurred in
or omitted in or about the execution of their duties or supposed duties,
other than in the case of any fraud or dishonesty. In addition, AHOA has
provided in its by-laws that each shareholder of AHOA
agrees to waive any claim or right to action, individually or in the right of
AHOA against any director or officer or AHOA on account of any action taken
by such director or officer.
Nevada Law also permits AHOA to purchase insurance for
the benefit of its directors and officers against any liability incurred by
them for the failure to exercise the requisite care, diligence and skill in
the exercise of their power and the discharge of their duties, or
<PAGE>
indemnifying them in respect of any loss arising or liability incurred by
them by reason of negligence, default, breach of duty or breach of trust.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
Exhibit Description
No.
4.1 Option Plan, as amended to date
5.1 Opinion of James E. Pratt, Esq.
23.1 Consent of James E. Pratt, Esq.
23.2 Consent of Independent Auditor
24.1 Powers of Attorney
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers of sales are being made, a
post effective amendment to this registration statement 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,
(2) that, for purposes 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 and
(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, each filing of the
Registrant's annual report pursuant to Section 13 (a) or 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.
<PAGE>
Insofar as the 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 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 a successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered hereunder, the Registrant will, unless in the
opinion of its counsel the question has already 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 Securities Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the
Registrant, Affordable Homes of America, Inc., a corporation organized and
existing under the laws of the State of Nevada, 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 14th day of March, 2000
AFFORDABLE HOMES OF AMERICA, INC.
By: /s/ Merle Ferguson
President and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Merle Ferguson jointly and severally, his or
her attorney-in-fact and agent, each with the power of substitution and
resubstitution, for him or her and in his or her name, place or stead, in any
and all capacities, to sign any amendments to this Registration Statement
together with exhibits and other documents in connection therewith, with the
Securities and Exchange Commission, granting to each attorney-in-fact and
agent, 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
as he or she might or could do in person, and ratifying and
confirming all that the attorneys-in-fact and agents, or his or her
substitute or substitutes, may 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.
SIGNATURE TITLE
/s/ Merle Ferguson President and Chief Executive Officer
/s/ Susan Donohue Assistant Secretary
<PAGE>
EXHIBITS
4.1 Incentive and Option Plan, as amended to date
5.1 Opinion of James E. Pratt, Esq.
23.1 Consent of James E. Pratt, Esq.
24.1 Powers of Attorney
AFFORDABLE HOMES OF AMERICA, INC.
1998
INCENTIVE AND STOCK OPTION PLAN
AS AMENDED March 14, 2000
1. THE PLAN.
The purpose of the Affordable Homes of America, Inc.
(the "Company")1998 Incentive and Stock Option Plan (the "Plan") is to
provide the Company with a means of attracting and retaining the services of
highly motivated and qualified directors and key personnel.
The Plan is intended to advance the interests of the Company and its
stockholders by affording to key employees, consultants and non-employee
directors, upon whose skill, judgment, initiative and efforts the Company is
largely dependent for the successful conduct of its business, an opportunity
for investment in the Company and incentives inherent in stock ownership in
the Company. The term Company shall include all subsidiaries of the Company.
2. LEGAL COMPLIANCE
It is the intent of the Plan that it conform in all respects with the
requirements of Rule 16b-3
of the Securities and Exchange Commission under the Securities Exchange Act
of 1934 ("Rule 16b-3") or, in connection with Incentive Stock/Options
(ISOs),as such term is defined in Section 422 (a) of the Internal Revenue of
1986 ("the Code") as amended from time to time. If any aspect of the Plan
does not conform to Section 422 (a) of the Code, as amended from time to time
such aspect shall be deemed to be modified, deleted, or otherwise changed as
necessary to insure continued compliance with such provisions.
<PAGE>
3. ADMINISTRATION OF THE PLAN
a. PLAN COMMITTEE.
The Plan shall be administered by a committee (the "Committee").
The members of the Committee shall be appointed from time to time by the
Board of Directors of the Company (the "Board") and shall consist of not less
than three (3) nor more than five (5) persons.
4. COMMITTEE PROCEDURES.
The Committee from time to time may adopt such rules and
regulations for carrying out the purposes of the Plan as it may deem proper
and in the best interests of the Company. The Committee shall keep minutes
of its meetings and records of its actions. A majority of the members of the
Committee shall constitute a quorum for the transaction of any business by
the Committee. The Committee may act at any time by an affirmative vote of a
majority of those members voting. Such vote may be taken at a meeting which
may be conducted in person or telecommunication or by written consent of
Committee members without a meeting.
5. FINALITY OF COMMITTEE ACTION
The Committee's actions shall be final and conclusive and binding on
all persons, including, without limitations, the Company, its stockholders,
the Committee and each of the members of the Committee, and the directors,
officers, employees and consultants, of the Company, and their respective
successor and interest.
6. NON-LIABILITY OF COMMITTEE MEMBERS.
No Committee member shall be liable for any action or determination
made by him in good faith with respect to the Plan or any Options granted or
shares issued thereunder.
7. NON-EXCLUSIVITY OF THE PLAN
Nothing contained in the Plan is intended to amend, modify, or
rescind any previously approved compensation plans, programs or options
entered into by the Company. This plan shall be construed to be in addition
to and independent of any and all such other arrangements. Neither the
adoption of the Plan by the Board nor the submission of the Plan to the
Stockholders of the Company for approval shall be construed as creating any
limitations on the power or authority of the Board to adopt, with or without
stockholder approval, such additional or other compensation arrangements as
the Board may from time to time deem desirable.
<PAGE>
8. GOVERNING LAW.
The Plan and all rights and obligations under it shall be construed and
enforced in accordance with the laws of the State of Nevada.
EXHIBIT 5.1
(LETTERHEAD)
JAMES E. PRATT,
ATTORNEY AT LAW
195 Kildare Rd.
Garden City, New York, 11530
(516)741-2978 Phone (516) 873-1140 Facsimile
March 14, 2000
Affordable Homes of America, Inc.
4505 W. Hacienda Ave.
Unit I -1
Las Vegas, Nevada 89118
RE: REGISTRATION STATEMENT ON FORM S-8
We have examined the Registration Statement on Form S-8 (the "Registration
Statement")
to be filed by you with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as
amended, of the a total of 400,000 shares of your Common Stock (the
"shares") reserved for issuance upon exercise of stock incentives/options
issued or to be issued under the 1998 Stock Incentive/Option Plan, as
amended, of Affordable Homes of America, Inc, (the "Plan"). As your
counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be
taken by you in connection with the sale and issuance of the shares.
It is our opinion that upon completion of the proceedings being taken in
order to permit such transactions to be carried out in accordance with the
securities laws of the various states, where required, the shares when
issued and sold in the manner described in the Plan and the Registration
Statement will be legally and validly issued, fully paid and non-
assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in
the Registration Statement,
Very truly yours,
/s/ James Pratt
James E. Pratt, Esp.
