Registration No. 33-
- -------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
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.)
--------
Rivercourt
17-19 Sir John Rogersons Quay
Dublin 2
Ireland
(3531) 679-0222
(Address, including zip code, and telephone
number, including area code, of registrant's principal
executive offices)
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LS CAPITAL CORPORATION
YEAR 2000 CONSULTANT COMPENSATION PLAN
(Full title of the Plan)
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Paul J. Montle
Chief Executive Officer
Rivercourt
17-19 Sir John Rogersons Quay
Dublin 2
Ireland
(3531) 679-0222
(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, 10,000,000 $.12 $1,200,000 $316.80
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 closing price of the Registrant's common
stock as reported on the OTC Bulletin Board on February 14, 2000, or $.12 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, 1999 (file no. 0-21566), including all amendments;
(b) 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.
Not applicable.
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
<TABLE>
<CAPTION>
Number Exhibit
<S> <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 Year 2000 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 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>
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 Dublin, Ireland on February 14, 2000.
LS CAPITAL CORPORATION
By \S\ Paul J. Montle
--------------------
Paul J. Montle,
Chief Executive Officer
(Principal Executive Officer
& Principal Financial Officer)
<PAGE>
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 February 14, 2000
- ------------------
Paul J. Montle and Chief Executive
Officer (Principal
Executive Officer and
Principal Financial Officer)
/S/ Roger W. Cope Director February 14, 2000
- -----------------
Roger W. Cope
/S/ C. Thomas Cutter Director February 14, 2000
- --------------------
C. Thomas Cutter
</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 Year 2000 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 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
YEAR 2000 CONSULTANT COMPENSATION PLAN
1. Purpose
The Year 2000 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 10,000,000 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.
<PAGE>
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 least 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.
10. Effective Date of Plan
The effective date of the Plan is January 27, 2000.
11. Term and Amendment of Plan
This Plan shall expire on January 27, 2010 (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.
<PAGE>
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
February 14, 2000
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 10,000,000
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 Year 2000 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 5, 1999,
appearing in Form 10-KSB of LS Capital Corporation for the year ended June 30,
1999.
MALONE & BAILEY, PLLC
Houston, Texas
February 22, 2000
