SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PERIPHERAL CONNECTIONS, INC.
(Exact name of registrant as specified in its charter)
Nevada 87-0485315
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
Hollywood Suites, 176 John Street,
Toronto, Ontario CANADA M5T 1X5
(Address of Principal Executive (Zip Code)
Office)
Consulting Agreement Stock Issuance Plan
(Full Title of the Plan)
Leslie J. Weiss, Esq.
Sugar, Friedberg & Felsenthal
30 North LaSalle Street, Suite 2600
Chicago, Illinois 60602
(Name and address of agent for service)
(312) 704-9400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
Common 750,000 $3 3/16 $2,390,625 $706(1)
Stock
(1) Estimated pursuant to Rule 457(h)(1). The value of the shares is based on
the average of the bid and ask price of the securities as of May 7, 1998.
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PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to the consultant as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the "Securities Act"). Such documents
are not being filed with or included in this Form S-8 (by incorporation by
reference or otherwise) in accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission"). These documents and the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
These documents are available without charge, upon written or oral request, of
Peripheral Connections, Inc. (the "Company").
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission pursuant to
the Securities Exchange Act of 1934 are incorporated by reference into this
Registration Statement.
a. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997.
The Company's report on Form 8-K dated April 9, 1998.
c. The description of the Company's Class A Common Stock, $0.001 par
value, contained in the Company's registration statement on Form S-1 filed in
June, 1993.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all the
securities offered have been sold or which registers all the securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part thereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Not Applicable.
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Item 6. Indemnification of Officers and Directors.
Sections 78.7502 and 78.751 of the Nevada General Corporation Law
provide that (the "Company") may, and in certain circumstances must, indemnify
the directors and officers of the Corporation against liabilities and expenses
incurred by any such person by reason of the fact that such person was serving
in such capacity, subject to certain limitations and conditions set forth in the
statute. The Company's bylaws, which are incorporated herein, require the
Company to indemnify directors and officers except with respect to any claim
arising out of his negligence or willful misconduct.
The Company's indemnification provisions shall be enforced to the
fullest extent permitted under law.
Item 7. Exemption from Registration Claimed.
The Registrant transferred the securities to be registered
hereunder to an off-shore investor pursuant to Regulation S. The transaction was
effected directly by the Registrant with the off-shore investor. The Registrant
meets the qualifications required for an exemption under Rule 903 of Regulation
S. The issuance of the securities was made in conformance with the requirements
of Regulation S as follows: a certificate was signed by the off-shore investor
which (i) includes a number of representations and warranties by the investor as
to the investor's status as a non-U.S. person, (ii) contains a restrictive
legend stating that the shares of common stock cannot be resold except in
accordance with Regulation S, and (iii) contains representations, warranties and
covenants from the investor with respect to the investor's current and future
compliance with the requirements of Regulation S. Not Applicable.
Item 8. Exhibits.
Exhibit Page
Number Document Number
2.1 Stock Purchase and Sale Agreement
dated March 19, 1998 filed as
Exhibit 2.1 to the Company's
Form 10-KSB for the year ended
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December 31, 1997 and incorporated herein by
reference.
3 By-laws filed as Exhibit 3(ii) to
the Company's Form 10-KSB for the
year ended December 31, 1996 and
incorporated herein by reference.
23 Consent of Smith & Company 8
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) 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;
and (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 to information
required to be included in a post-effective amendment by those paragraphs which
are contained in periodic reports filed by the undersigned Registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement;
(b) 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;
(c) 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.
(2) 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 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
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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) 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 even 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 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 London, United Kingdom, on this 8th day of May,
1998.
PERIPHERAL CONNECTIONS, INC.
By: /s/Tomas G. Wilmot
Tomas G. Wilmot, President
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.
Date: May 8, 1998 /s/ Tomas G. Wilmot
-------------------
Tomas G. Wilmot, President,
Chairman of the Board and
Director
Date: May 8, 1998 /s/ Milton Klyman
-----------------
Milton Klyman, Secretary,
Treasurer, and Director
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EXHIBIT INDEX
Exhibit Page
Number Document Number
2.1 Stock Purchase and Sale Agreement
dated March 19, 1998 filed as
Exhibit 2.1 to the Company's Form
10-KSB for the year ended
December 31, 1997 and incorporated
herein by reference.
3 By-laws filed as Exhibit 3(ii) to
the Company's Form 10-KSB for the
year ended December 31, 1996 and
incorporated herein by reference.
23 Consent of Smith & Company 8
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SMITH & COMPANY
A PROFESSIONAL CORPORATION OF
CERTIFIED PUBLIC ACCOUNTANTS
MEMBERS OF: 10 WEST 100 SOUTH, SUITE 700
AMERICAN INSTITUTE OF SALT LAKE CITY, UTAH 84101
CERTIFIED PUBLIC ACCOUNTANTS TELEPHONE: (801) 575-8297
UTAH ASSOCIATION OF FACSIMILE: (801) 575-8306
CERTIFIED PUBLIC ACCOUNTANTS E-MAIL: [email protected]
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EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement (of 750,000 Shares of Class A common
stock, par value $0.001 per share of Peripheral Connections, Inc.) of our report
dated March 9, 1998 included in PERIPHERAL CONNECTIONS, INC.'s Form 10-KSB for
the year ended December 31, 1997 and to all references to included in the
registration statement.
/s/ Smith & Company
CERTIFIED PUBLIC ACCOUNTANTS
Salt Lake City, Utah
May 8, 1998
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