Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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.)
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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)
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LS CAPITAL CORPORATION
1998 CONSULTANT COMPENSATION PLAN
(Full title of the Plan)
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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)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of each class maximum maximum Amount of
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 $.26 $260,000.00 $76.70
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 April 1,
1998, or $.26 per share.
<PAGE>
PURPOSE OF REGISTRATION STATEMENT
This Registration Statement is being filed in accordance with General
Instruction E. of Form S-8. Under Registrant's Registration Statement on Form
S-8 (No. 333-31963), 1,000,000 shares of Common Stock, par value $.01 per share
("Common Stock"), of LS Capital Corporation (the "Registrant") were registered
for issuance under the LS Capital Corporation 1998 Consultant Compensation Plan
(the "Plan"). On March 31, 1998 the Board of Directors of Registrant approved an
amendment of the Plan to increase the maximum number of shares of Common Stock
that may be issued pursuant to the Plan from 1,000,000 to 2,000,000. This
Registration Statement covers the additional 1,000,000 shares of Common Stock
that may be issued under the Plan.
INCORPORATION BY REFERENCE
The contents of Registrant's Registration Statement (No. 333-31963) are
hereby incorporated herein by reference. In addition, Registrant's Annual Report
on Form 10-K for the year ended June 30, 1997 (file no. 0-21566), and
Registrant's Current Report on Form 8-K dated January 6, 1998, are incorporated
herein by reference.
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 March 31, 1998.
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.
Name Title Date
/S/ Paul J. Montle Director, President March 31, 1998
- ------------------ and Chief Executive
Paul J. Montle Officer (Principal
Executive Officer and
Principal Financial Officer)
/S/ Roger W. Cope Director March 31, 1998
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Roger W. Cope
/S/ C. Thomas Cutter Director March 31, 1998
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C. Thomas Cutter
/S/ Kent E. Lovelace, Jr. Director March 31, 1998
Kent E. Lovelace, Jr.
<PAGE>
EXHIBITS INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
4.1 Specimen Stock Certificate for Registrant's Common Stock (incorporated
herein by reference to 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 (incorporated
herein by reference to Registrant's Registrant's Registration Statement on Form
S-8 (Commission File No. 333-31963), Exhibit 4.2).
4.3 Written consent of Board of Directors of Registrant amending 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)
</TABLE>
EXHIBIT 4.3
LS CAPITAL CORPORATION
UNANIMOUS WRITTEN CONSENT OF DIRECTORS
March 31, 1998
The undersigned, constituting all of the directors of LS CAPITAL
CORPORATION, a Delaware corporation (the "Company"), waiving all notice, hereby
consent to the taking of the following action without the holding of a meeting
and hereby adopt the following resolutions which shall have the same force and
effect as if adopted by a unanimous vote at a meeting called to consider and act
upon the same:
WHEREAS, the Board of Directors of the Company has approved
the creation of a plan to award and issue, or to sell at discount from
the then current market price, shares of the Company's common stock,
par value $.01 per share ("Common Stock"), to selected outside
consultants of the Company, all in accordance with the terms,
provisions, and conditions set forth in the LS Capital Corporation 1998
Consultant Compensation Plan (the "Plan"); and further
WHEREAS, the Company has filed with the United States
Securities and Exchange Commission (the "Commission") a Registration
Statement on Form S-8 (the "Registration Statement") respecting the
1,000,000 shares of Common Stock that may be issued pursuant to the
Plan;
WHEREAS, the Board of Directors of the Company now desires to
amend the Plan to increase from 1,000,000 to 2,000,000 the maximum
number of shares of Common Stock that may be issued pursuant to the
Plan;
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of
the Company hereby approves the amendment of the next to last sentence
of Section 5 of the Plan, so that such sentence shall henceforth read
in its entirety as follows:
"The total number of shares of Common Stock which may be
granted or sold under this Plan shall not exceed 2,000,000
shares in the aggregate."
AND FURTHER RESOLVED, that the appropriate officers of the
Company be and hereby are authorized, empowered and directed, for and
on behalf of the Company, to prepare or cause to be prepared, and to
execute and file with the Commission, pursuant to the Securities
Exchange Act of 1933, as amended, and the rules and regulations
promulgated thereunder, a post-effective amendment to the Registration
Statement reflecting the foregoing increase in the maximum number of
shares of Common Stock that may be issued pursuant to the Plan, in such
form as the officers shall approve, such approval to be conclusively
evidenced by the executing officers' execution thereof; and further
RESOLVED, that the appropriate officers of the Company be and
each of them hereby is authorized, empowered and directed to do and
perform all such acts and things and to enter into and execute for and
on behalf of the Company all such documents which, in the judgment of
the officer taking such action, are necessary or appropriate to
effectuate and carry out the purposes and intent of the foregoing
resolutions.
IN WITNESS WHEREOF, the undersigned have set their hands hereunto as of
the first date above written.
/S/ Paul J. Montle
Paul J. Montle
/S/ C. Thomas Cutter
C. Thomas Cutter
/S/ Kent E. Lovelace, Jr.
Kent E. Lovelace, Jr.
/S/ Roger W. Cope
Roger W. Cope
EXHIBIT 5.1
Opinion of Counsel
March 31, 1998
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") of 1,000,000
additional 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 use of our report dated September 8, 1997, incorporated
hereinby reference.
MALONE & BAILEY, PLLC
Houston, Texas
March 31, 1998
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.
KPMG PEAT MARWICK LLP
New Orleans Louisiana
March 30, 1998
