Registration No. 33-
_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
LS CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 84-1219819
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
________
15915 Katy Freeway,
Suite 250
Houston, Texas 77094
(281) 398-5588
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
________
LS CAPITAL CORPORATION
1998 CONSULTANT COMPENSATION PLAN
(Full title of the Plan)
________
Paul J. Montle
Chief Executive Officer
15915 Katy Freeway,
Suite 250
Houston, Texas 77094
(281) 398-5588
(Address, including zip code, and telephone number,
including area code, of agent for service)
________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of each class maximum maximum Amount
of securities Amount to be offering aggregate Registration
to be registered registered(1) price per share(2) offering price(2) fee
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $.99 $990,000.00 $300.00
par value $.01 shares
</TABLE>
(1) Represents the maximum number of shares which may be distributed
pursuant to this Registration Statement.
(2) Estimated solely for purposes of calculating the registration fee based,
pursuant to Rule 457(h)(1), on the average of the bid and ask prices
of the Registrant's common stock as reported on the OTC Bulletin Board
on July 22, 1997, or $.99 per share.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed by LS Capital
Corporation (the "Company") with the Securities and
Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K
for the year ended June 30, 1996 (file no. 0-21566), including
all amendments;
(b) The Company's Current Report on Form 8-K
dated September 8, 1996, the Company's Current Report on
Form 8-K dated December 17, 1996, and the Company's
Current Report on Form 8-K dated March 27, 1997; and
(c) The description of the Company's common
stock, $.01 per value (the "Common Stock"), set forth under
the caption "Description of Common Stock" in the
Company's Registration Statement on Form 8-A dated April
16, 1993 (which incorporates such description in the
Company's Registration Statement on Form SB-2 (file no.
33-57998D), as filed with the Commission on March 29,
1993, as amended) and all amendments and reports filed
thereafter for the purpose of updating such description.
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 ("Exchange Act"), prior to
the filing of a post-effective amendment that indicates that
all securities offered hereby have been sold or which de-
registers all securities remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof
from the date of the filing of such document.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
In an exhibit to this Registration Statement,
Randall W. Heinrich, Of Counsel to Gillis & Slogar, L.L.P.,
is rendering an opinion that the securities being registered
are duly and validly issued, fully paid and non-assessable.
Mr. Heinrich has served as counsel to the Company for the
past several years. In this capacity, Mr. Heinrich has
received shares of the Company's stock pursuant to previous
consultant compensation plans. The Company expects to
issue to Mr. Heinrich during fiscal 1998 shares registered
pursuant to this Registration Statement. Although the
number of shares that may be issued to him is not now
known, the number of shares that may be issued to Mr.
Heinrich during fiscal 1998 may have an aggregate fair
market value exceeding $50,000, the threshold dollar figure
requiring disclosure pursuant to this Item 5.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation
Law permits a corporation to indemnify any person who was
or is party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by
reason of the fact that he 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, partnership, joint
venture, trust or other enterprise, against expenses,
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action.
In an action brought to obtain a judgment in the
corporation's favor, whether by the corporation itself or
derivatively by a stockholder, the corporation may only
indemnify for expenses, including attorney's fees, actually and
reasonably incurred in connection with the defense or
settlement of such action, and the corporation may not
indemnify for amounts paid in satisfaction of a judgment or
in settlement of the claim. In any such action, no
indemnification may be paid in respect of any claim, issue or
matter as to which such person shall have been adjudged
liable to the corporation except as otherwise approved by the
Delaware Court of Chancery or the court in which the claim
was brought. In any other type of proceeding, the
indemnification may extend to judgments, fines and amounts
paid in settlement, actually and reasonably incurred in
connection with such other proceeding, as well as to
expenses.
The statute does not permit indemnification unless
the person seeking indemnification has acted in good faith
and in a manner the person reasonably believed to be in, or
not opposed to, the best interests of the corporation and, in
the case of criminal actions or proceedings, the person had
no reasonable cause to believe his conduct was unlawful.
The statute contains additional limitations applicable to
criminal actions and to actions brought by or in the name of
the corporation. The determination as to whether a person
seeking indemnification has met the required standard of
conduct is to be made (1) by a majority vote of a quorum of
disinterested members of the board of directors, (2) by
independent legal counsel in a written opinion, if such a
quorum does not exist or if the disinterested directors so
direct, or (3) by the stockholders.
The Company's Bylaws require the Company to
indemnify the Company's directors and officers to the fullest
extent authorized by the Delaware General Corporation Law
or any other applicable law in effect. The Company's
Certificate of Incorporation limits the personal liability of a
director to the corporation or its stockholders to damages for
breach of the director's fiduciary duty.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Exhibit
4.1 ---Specimen Stock Certificate for Registrant's
Common Stock (incorporated herein by
reference to the Registrant's Registration
Statement on Form 8-A dated April 16, 1993
(Commission File No. 0-21566), Item 2,
Exhibit 1.
4.2 ---LS Capital Corporation 1998 Consultant
Compensation Plan.
5.1 ---Opinion of Randall W. Heinrich, Of
Counsel to Gillis & Slogar, L.L.P.
23.1 ---Consent of Malone & Bailey, PLLC.
23.2 ---Consent of KPMG Peat Marwick LLP.
23.3 ---Consent of Randall W. Heinrich, Of
Counsel to Gillis & Slogar, L.L.P. (included in
Exhibit 5.1 to this Registration Statement).
24.1 ---Power of Attorney (included on the
signature page hereto).
Item 9. Undertakings
(a) The undersigned registrant hereby
undertakes:
(1) To file, during any period in which the
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 (the "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;
(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.
(2) That, for the purpose of determining
any liability under the 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.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the 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.
(c) Insofar as indemnification for liabilities arising
under the 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 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 questions
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.
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 requirement 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 Houston, State of Texas on July 22,
1997.
LS CAPITAL CORPORATION
By \S\ Paul J. Montle
Paul J. Montle,
Chief Executive Officer
(Principal Executive Officer
& Principal Financial Officer)
POWER OF ATTORNEY
The undersigned directors and officers of LS Capital
Corporation hereby appoint Paul J. Montle as attorney-in-
fact for the undersigned, with full power of substitution, for
and in the name, place and stead of the undersigned, to sign
and file with the Securities and Exchange Commission under
the Securities Act of 1933 any and all amendments (including
post-effective amendments) and exhibits to this registration
statement and any and all applications and other documents
to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered
hereby, with full power and authority to do and perform any
and all acts and things whatsoever requisite and necessary or
desirable, hereby ratifying and confirming all that said
attorney-in-fact, or his substitute or substitutes, 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.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
/S/ Paul J. Montle Director, President July 22, 1997
Paul J. Montle and Chief Executive
Officer (Principal
Executive Officer and
Principal Financial Officer)
/S/ Roger W. Cope Director July 22, 1997
Roger W. Cope
/S/ C. Thomas Cutter Director July 22, 1997
C. Thomas Cutter
/S/ Kent E. Lovelace, Jr. Director July 22, 1997
Kent E. Lovelace, Jr.
</TABLE>
<PAGE>
EXHIBITS INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
<S> <C> <C>
4.1 Specimen Stock Certificate for Registrant's
Common Stock (incorporated herein by reference
to the Registrant's Registration Statement on
Form 8-A dated April 16, 1993 (Commission File
No. 0-21566), Item 2, Exhibit 1.
4.2 LS Capital Corporation 1998 Consultant
Compensation Plan.
5.1 Opinion of Randall W. Heinrich, Of Counsel to
Gillis & Slogar, L.L.P.
23.1 Consent of Malone & Bailey, PLLC.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Randall W. Heinrich, Of Counsel to
Gillis & Slogar, L.L.P. (included in Exhibit 5.1 to
this Registration Statement)
24.1 Power of Attorney (included on the signature
page hereto).
</TABLE>
EXHIBIT 4.2
LS CAPITAL CORPORATION
1998 CONSULTANT COMPENSATION PLAN
1. Purpose
The 1998 Consultant Compensation Plan (the "Plan")
is intended to promote the interests of LS Capital
Corporation and its subsidiaries (collectively the
"Corporation") by offering those outside consultants of the
Corporation who assist in the development and success of
the business of the Corporation, the opportunity to
participate in a compensation plan designed to reward them
for their services and to encourage them to continue to
provide services to the Corporation.
2. Definitions
For all purposes of this Plan, the following terms shall
have the following meanings:
"Common Stock" means LS Capital Corporation
common stock, $.01 par value.
"Conditional Shares" means shares of Common Stock
awarded under this Plan subject to conditions imposed by the
Committee (as defined herein) or the conditions set forth in
Section 6.2 or both.
"Discounted Purchase Shares" means shares of
Common Stock sold under this Plan at a discount from the
Common Stock's then current market price.
"LS Capital" means LS Capital Corporation, a
Delaware corporation.
"Subsidiary" means any company of which LS Capital
Corporation owns, directly or indirectly, the majority of the
combined voting power of all classes of stock.
"Unconditional Shares" means shares of Common
Stock awarded under this Plan subject to no conditions.
3. Administration
The Plan shall be administered by a committee (the
"Committee") of not less than two directors of LS Capital
selected by, and serving at the pleasure of, LS Capital's
Board of Directors (the "LS Capital Board").
LS Capital or any Subsidiary will recommend to the
Committee persons to whom shares may be awarded or may
be sold at a discount. The Committee shall make all final
decisions with respect to the persons to whom awards shall
be granted or stock shall be sold at a discount
("Participants"), the number of shares that shall be covered
by each award or sale, the time or times at which awards
shall be granted or sales shall be made, the timing of when
awards shall vest, the percentage from the then current
market price that any shares sold shall be discounted, the
terms and provisions of the instruments by which awards or
sales shall be evidenced, the interpretation of the Plan and
all determinations necessary or advisable for its
administration.
4. Eligibility
Only individuals who are outside consultants, or
directors, officers, partners or employees of outside
consultants, of LS Capital or any Subsidiary shall be granted
awards or shall be permitted to purchase shares at a
discount.
5. Stock Subject to the Plan
The stock, which may be awarded or sold pursuant to
this Plan, shall be shares of Common Stock. When shares of
Common Stock are awarded or sold, LS Capital may award
or sell authorized but unissued Common Stock, or LS
Capital may award or sell issued Common Stock held in its
treasury. Each of the respective boards of LS Capital and all
Subsidiaries involved in the award or sale will fund the Plan
to the extent so required to provide Common Stock for the
benefit of Participants. The total number of shares of
Common Stock which may be granted or sold under this
Plan shall not exceed 1,000,000 shares in the aggregate. Any
shares awarded and later forfeited are again subject to award
or sale under the Plan.
6. Share Awards and Sales
6.1 Grant of Share Awards and Sale of Discounted
Purchase Shares
The Committee may award to Participants
Unconditional Shares and Conditional Shares. The
Committee will determine for each Participant selected to be
awarded Unconditional Shares and Conditional Shares the
time or times when Unconditional Shares or Conditional
Shares shall be awarded and the number of shares of
Common Stock to be covered by each Unconditional Shares
or Conditional Share award. Unless expressly specified as
Conditional Shares by the Committee, all shares of Common
Stock awarded under this Plan shall be Unconditional
Shares. No Unconditional Shares or Conditional Shares
shall be awarded unless LS Capital (in the judgement of the
Committee) has received from the Participant either (a) a
full performance of the services for which the Unconditional
Shares or Conditional Shares are being awarded, or (b) (i)
a partial performance of the services for which the
Unconditional Shares or Conditional Shares are being
awarded and the value of such partial performance (in the
judgement of the Committee) equals or exceeds the
aggregate par value of the Unconditional Shares or
Conditional Shares to be awarded and (ii) a binding
obligation from the Participant to provide in the future the
remainder of the services for which the Unconditional Shares
or Conditional Shares are being awarded. In addition to
awarding Unconditional Shares and Conditional Shares, the
Committee may sell to Participants Discounted Purchase
Shares, for purchase prices at such discounts from the then
current market price of the Common Stock, and upon such
terms and conditions, as the Committee shall determine.
6.2 Conditions
Shares of Common Stock issued to a
Participant as a Conditional Shares award will be subject to
the following conditions as well as all other conditions
imposed by the Committee ("Share Conditions"):
(a) Except as set forth in Paragraphs 6.4
and 6.5, if Share Conditions are not satisfied,
Conditional Shares will be forfeited and returned to
LS Capital or, in the event such Conditional Shares
were provided to the Participant from shares of
Common Stock purchased by the Subsidiary, then the
Conditional Shares will be returned to the Subsidiary.
In either case, all rights of the Participant to such
Conditional Shares will terminate without any
payment of consideration by LS Capital or the
Subsidiary with which the Participant is associated,
unless the Participant maintains his association with
LS Capital or a Subsidiary for the period of time (if
any) determined by the Committee.
(b) During the condition period ("Condition
Period") relating to a Conditional Share award, none
of the Conditional Shares subject to such award may
be sold, assigned, bequeathed, transferred, pledged,
hypothecated or otherwise disposed of in any way by
the Participant.
(c) The Committee may require the
Participant to enter into an escrow agreement
providing that the certificates representing
Conditional Shares sold or granted pursuant to the
Plan will remain in the physical custody of LS Capital
or the applicable Subsidiary or an escrow holder
during the Condition Period.
(d) Certificates representing Conditional
Shares sold or granted pursuant to the Plan may bear
a legend making an appropriate reference to the
conditions imposed on the Conditional Shares.
(e) The Committee may impose other
conditions on any Conditional Shares issued pursuant
to the Plan as it may deem advisable, including
without limitations, restrictions under the Securities
Act of 1933, as amended, under the requirements of
any stock exchange upon which such share or shares
of the same class are then listed and under any state
securities laws or other securities laws applicable to
such shares.
6.3 Rights of a Stockholder
Except as set forth in Paragraph 6.2(b), the
recipient of a Conditional Share award will have all of the
rights of a stockholder of LS Capital with respect to the
Conditional Shares, including the right to vote the
Conditional Shares and to receive all dividends or other
distributions made with respect to the Conditional Shares.
6.4 Lapse of Conditions
In the event of the termination of association
of a Participant during the Condition Period by reason of
death, disability, or termination of association, the
Committee may, at its discretion, remove Share Conditions
on Conditional Shares.
Conditional Shares to which the Share
Conditions have not so lapsed will be forfeited and returned
to the Corporation as provided in Paragraph 6.2(a).
6.5 Lapse of Conditions at Discretion of the
Committee
The Committee may shorten the Condition
Period or remove any or all Share Conditions if, in the
exercise of its absolute discretion, it determines that such
action is in the best interests of the Corporation and
equitable to the Participant.
6.6 Listing and Registration of Shares
LS Capital may, in its reasonable discretion,
postpone the issuance and/or delivery of any shares of
Common Stock awarded or sold pursuant to this Plan until
completion of stock exchange listing, or registration, or other
qualification of such shares under any law, rule or regulation.
6.7 Designation of Beneficiary
A Participant may, with the consent of the
Committee, designate a person or persons to receive, in the
event of death, any shares of Common Stock to which such
Participant would then be entitled pursuant to this Plan.
Such designation will be made upon forms supplied by and
delivered to the Committee and may be revoked in writing
by the Participant. If a Participant fails effectively to
designate a beneficiary, then such Participant's estate will be
deemed to be the beneficiary.
7. Capital Adjustments
The number and consideration of Common Stock
covered by each award granted or each sale under this Plan
and the total number of shares that may be granted or sold
under the Plan shall be proportionally adjusted to reflect,
subject to any required action by stockholders, any stock
dividend or split, recapitalization, merger, consolidation,
spin-off, reorganization, combination or exchange of shares
or other similar corporate change.
8. Change of Control
Notwithstanding the provisions of Section 7, in the
event of a change of control, all Share Conditions on all
Conditional Shares will lapse. For purposes of this plan, a
"Change of Control" of LS Capital shall be deemed to have
occurred at such time as (a) any "person" (as that term is
used in Section 13(d) and 14(d) of the Securities Exchange
Act of 1934), becomes the "beneficial owner" (as defined in
Rule 13d-3 under the foregoing act), directly or indirectly, of
securities of LS Capital representing 30% or more of the
combined voting power of LS Capital's outstanding securities
ordinarily having the right to vote at the election of
directors; or (b) individuals who constitute the LS Capital
Board on the date hereof (the "Incumbent Board") cease for
any reasons to constitute at lease a majority thereof,
provided that any person becoming a director subsequent to
the date hereof whose election was approved by at least a
majority of the directors comprising the Incumbent Board, or
whose nomination or election was approved by a majority of
the LS Capital Board serving under an Incumbent Board,
shall be, for purposes of this clause (b), considered as if he
or she were a member of the Incumbent Board; or (c)
merger, consolidation or sale of all or substantially all the
assets of LS Capital occurs, unless such merger or
consolidation shall have been affirmatively recommended to
LS Capital's stockholders by a majority of the Incumbent
Board; or (d) a proxy statement soliciting proxies from
stockholders of LS Capital, by someone other than the
current management of LS Capital seeking stockholder
approval of a plan of reorganization, merger or consolidation
of LS Capital with one or more corporations as a result of
which the outstanding shares of LS Capital's securities are
actually exchanged for or converted into cash or property or
securities not issued by LS Capital unless the reorganization,
merger or consolidation shall have been affirmatively
recommended to LS Capital's stockholders by a majority of
the Incumbent Board.
9. Approvals
The issuance of shares pursuant to this Plan is
expressly conditioned upon obtaining all necessary approvals
from all regulatory agencies from which approval is required,
including gaming regulatory agencies.
10. Effective Date of Plan
The effective date of the Plan is July 23, 1997.
11. Term and Amendment of Plan
This Plan shall expire on July 23, 2007 (except to
Conditional Shares outstanding on that date). LS Capital
Board may terminate or amend the Plan in any respect at
any time, except no action of the LS Capital Board, the
Committee or LS Capital's stockholders, however, may,
without the consent of a Participant, alter or impair such
Participant's rights under any Conditional Shares previously
granted.
12. No Right of Association
Neither the action of LS Capital in establishing this
Plan, nor any action taken by any LS Capital Board or any
Subsidiary or the Committee, nor any provision of the Plan
itself, shall be construed to limit in any way the right of LS
Capital to terminate a Participant's association with the
Corporation at any time.
13. Withholding Taxes
LS Capital or any Subsidiary, as applicable, shall have
the right to deduct withholding taxes from any payments
made pursuant to the Plan or to make such other provisions
as it deems necessary or appropriate to satisfy its obligations
to withhold federal, state or local income or other taxes
incurred by reason of payment or the issuance of Common
Stock under the Plan. Whenever under the Plan, Common
Stock is to be delivered upon vesting of Conditional Shares,
the Committee shall be entitled to require as a condition of
delivery that the Participant remit or provide for the
withholding of an amount sufficient to satisfy all federal,
state and other government withholding tax requirements
related thereto.
14. Plan not a Trust
Nothing contained in the Plan and no action taken
pursuant to the Plan shall create or be construed to create
a trust of any kind, or a fiduciary relationship, between the
Corporation and any Participant, the executor, administrator
or other personal representative, or designated beneficiary of
such Participant, or any other persons. If and to the extent
that any Participant or such Participant's executor,
administrator or other personal representative, as the case
may be, acquires a right to receive any payment from the
Corporation pursuant to the Plan, such right shall be no
greater than the right of an unsecured general creditor of the
Corporation.
15. Notices
Each Participant shall be responsible for furnishing
the Committee with the current and proper address for the
mailing of notices and delivery of Common Stock pursuant
to the Plan. Any notices required or permitted to be given
shall be deemed given if addressed to the person to be
notified at such address given to the Committee by such
person and mailed by regular United States mail, first-class
and prepaid. If any item mailed to such address is returned
as undeliverable to the addressee, mailing will be suspended
until the Participant furnishes the proper address. This
provision shall not be construed as requiring the mailing of
any notice or notification if such notice is not required under
the terms of the Plan or any applicable law.
16. Severability of Provisions
If any provisions of this Plan shall be held invalid or
unenforceable, such invalidity or unenforceability shall not
affect any other provisions hereof, and this Plan shall be
construed and enforced as if such provisions had not been
included.
17. Payment to Minors, etc.
Any benefit payable to or for the benefit of a minor,
an incompetent person or other person incapable of
receipting therefor shall be deemed paid when paid to such
person's guardian or the party providing or reasonably
appearing to provide for the care of such person, and such
payment shall fully discharge the Committee, the LS Capital
Board, the Corporation and other parties with respect
thereto.
18. Headings and Captions
The headings and captions herein are provided for
reference and convenience only, shall not be considered part
of the Plan, and shall not be employed in the construction of
the Plan.
19. Controlling Law
This Plan shall be construed and enforced according
to the laws of the State of Texas to the extent not preempted
by federal law, which shall otherwise control.
20. Enforcement of Rights
In the event the Corporation or a Participant is
required to bring any action to enforce the terms of this
Plan, the prevailing party shall be reimbursed by the non-
prevailing party for all costs and fees, including actual
attorney fees, for bringing and pursuing such action.
EXHIBIT 5.1
Opinion of Counsel
July 22, 1997
United States Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
RE: Registration Statement on Form S-8
Under the Securities Act of 1933
Gentlemen:
I have acted as counsel for LS Capital Corporation,
a Delaware corporation (the "Company"), in connection with
the registration with the United States Securities and
Exchange Commission (the "Commission") on a Registration
Statement on Form S-8 under the Securities Act of 1933 of
up to 1,000,000 shares of the common stock, par value $.01
per share (the "Common Stock"), which may be issued
pursuant to the terms, provisions and conditions of the LS
Capital Corporation 1998 Consultant Compensation Plan
(the "Plan").
In such capacity, I have examined originals, or copies
certified or otherwise identified to my satisfaction, of the
following documents:
1. Certificate of Incorporation of
the Company, as amended to
date;
2. Bylaws of the Company, as
amended to date;
3. The Plan;
4. The records of corporate
proceedings relating to the
authorization of the Plan; and
5. Such other instruments and
documents as I have deemed
necessary for the purpose of
rendering the following opinion.
In such examination, I have assumed the authenticity
and completeness of all documents, certificates and records
submitted to me as originals, the conformity to the original
instruments of all documents, certificates and records
submitted to me as copies, and the authenticity and
completeness of the originals of such instruments. As to
certain matters of fact relating to this opinion, I have relied
on the accuracy and truthfulness of certificates of officers of
the Company and on certificates of public officials, and have
made such investigations of law as I have deemed necessary
and relevant.
Based on the foregoing, and having due regard for
such legal considerations as I believe relevant, I am of the
opinion that the Common Stock has been duly and validly
authorized by the Company and, when issued in accordance
with the Plan, will be duly and validly issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion with the
Commission as Exhibit 5.1 to the Registration Statement
pursuant to which the Common Stock will be registered with
the Commission.
Very truly yours,
/S/ Randall W. Heinrich
EXHIBIT 23.1
Consent of Malone & Bailey, PLLC.
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
LS Capital Corporation
We consent to the incorporation by reference in this
Registration Statement of LS Capital Corporation on Form
S-8 of our report dated October 3, 1996, appearing in Form
10-K of LS Capital Corporation for the year ended June 30,
1996.
/S/Malone & Bailey, PLLC
EXHIBIT 23.2
Consent of KPMG Peat Marwick LLP.
The Board of Directors
LS Capital Corporation:
We consent to the use of our report incorporated herein by
reference. Our report dated October 6, 1995 contains an
explanatory paragraph that states the Company has suffered
recurring losses from operations and has a working capital
deficiency which raise substantial doubt about its ability to
continue as a going concern. The consolidated financial
statements do not include any adjustments that might result
from the outcome of that uncertainty. Our report dated
October 6, 1995 also contains an explanatory paragraph that
states that the Company is a defendant in several lawsuits,
the ultimate outcome of which cannot presently be
determined. Accordingly, no provision for any liability that
may result upon adjudication has been recognized in the
consolidated financial statements.
/S/KPMG PEAT MARWICK LLP
New Orleans Louisiana
July 21, 1997
