As filed with the Securities and Exchange Commission on October 29, 1997
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
CALIFORNIA PRO SPORTS, INC.
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(Exact name of Registrant specified in its charter)
Delaware 84-1217733
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1221-B South Batesville Road
Greer, SC 29650
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(Address of Principal Executive Offices) Zip Code
CALIFORNIA PRO SPORTS, INC.
1994 STOCK OPTION PLAN
and
CERTAIN INDIVIDUAL WARRANT AGREEMENTS
and
STOCK BONUS PLAN
(Full title of the plan)
Barry S. Hollander
California Pro Sports, Inc.
1221-B South Batesville Road
Greer, SC 29650
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(Name and address of agent for service)
(864) 848-5160
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(Telephone number, including area code, of agent for service)
Copies to:
Gerald Raskin, Esq.
Mary M. Maikoetter, Esq.
Friedlob Sanderson Raskin Paulson & Tourtillott, LLC
1400 Glenarm Place, Suite 300
Denver, Colorado 80202
(303) 571-1400
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<TABLE>
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed Maximum
Maximum Aggregate Offering
Title of Offering Price Price Amount of Registration
Securities to be Registered Amount to be Registered per Share Fee
(1)
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 500,000 $2.38 (2) $1,190,000 $ 361
- ---------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value 145,000 $1.00 (2) $ 145,000 $ 44
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Common Stock,
$.01 par value 236,000 $2.59 (3) $ 611,240 $ 185
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TOTALS 881,000 $1,946,240 $ 590
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(1) This Registration Statement is being filed to register (a) 145,000
shares of common stock underlying stock options outstanding under the
Registrant's 1994 Stock Option Plan (the "1994 Plan") and (b) 500,000
shares of common stock underlying warrants outstanding under the terms
of written Warrant Agreements with certain officers and/or
consultants, plus such indeterminable number of shares of common stock
as may be issuable by reason of the anti-dilution provisions of the
option agreements and/or warrant agreements; and (c) 236,000 shares of
common stock to be issued as a stock bonus to one individual who is a
consultant to the Registrant.
(2) In accordance with Rule 457(h), the fee has been calculated as
follows: 500,000 shares at $2.38 per share and 145,000 shares at $1.00
per share.
(3) Pursuant to Rule 457(c), the registration fee, with respect to 236,000
shares is based on $2.59 per share, the average of the closing bid and
asked prices quoted by Nasdaq on October 22, 1997 (a date within five
business days prior to the filing of this registration statement).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Item 1. Plan Information.
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California Pro Sports, Inc. (the "Registrant") will provide to the
option and warrant holders and the consultant (collectively, the "Recipients")
the documents which contain information related to the plans which provide for
their options, warrants and/or bonus shares and other information including, but
not limited to, the disclosure required by Item 1 of Form S-8, which information
is not filed as a part of this Registration Statement (the "Registration
Statement"). The foregoing information and the documents incorporated by
reference in response 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 of 1933, as amended (the "Securities Act"). A Section 10(a)
prospectus will be given to each Recipient who receives shares of common stock
covered by this Registration Statement, in accordance by Rule 428(b)(1) under
the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
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The Registrant will provide to the Recipients a written statement
advising them of the availability without charge, upon written or oral notice,
of documents incorporated by reference in Item 3 of Part II of this Registration
Statement and of documents required to be delivered pursuant to Rule 428(b)
under the Securities Act. The statement will include the address and telephone
number to which their requests should be directed.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed with the Commission by the Registrant are
incorporated into this Registration Statement by this reference:
(1) Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1996;
(2) Registrant's Quarterly Reports on Form 10-QSB for the quarterly
periods ended March 31, 1997 and June 30, 1997;
(3) Current Report on Form 8-K reporting events of September 12,
1997;
(4) The description of the common stock contained in the Registrant's
Registration Statement on Form 8-A (No. 0-25114) as filed with
the Commission on November 13, 1994.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all shares offered hereunder have been sold or deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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None.
Item 6. Indemnification of Directors and Officers.
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Section 145 of the Delaware General Corporation Law and Article Ninth
of the Registrant's Certificate of Incorporation, under certain circumstances
provide for the indemnification of the Registrant's officers, directors,
employees and agents against liabilities which they may incur in such
capacities. A summarization of the circumstances in which such indemnifications
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provided for is contained herein, but that description is qualified in its
entirety by reference to Article Ninth of the Registrant's Certificate of
Incorporation and the relevant Section of the Delaware General Corporation Law.
In general, the statute provides that any director, officer, employee
or agent of a corporation may be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement, actually and
reasonably incurred in a proceeding (including any civil, criminal,
administrative or investigative proceeding) to which the individual was a party
by reason of such status. Such indemnity may be provided if the indemnified
person's actions resulting in the liabilities: (i) were taken in good faith;
(ii) were reasonably believed to have been in or not opposed to the Registrant's
best interest; and (iii) with respect to any criminal action, such person had no
reasonable cause to believe the actions were unlawful. Unless ordered by a
court, indemnification generally may be awarded only after a determination of
independent members of the Board of Directors or a committee thereof, by
independent legal counsel or by vote of the stockholders that the applicable
standard of conduct was met by the individual to be indemnified.
The statutory provisions further provide that to the extent a director,
officer, employee or agent is wholly successful on the merits or otherwise in
defense of any proceeding to which he was a party, he is entitled to receive
indemnification against expenses, including attorneys' fees, actually and
reasonably incurred in connection with the proceeding.
Indemnification in connection with a proceeding by or in the right of
the Corporation in which the director, officer, employee or agent is successful
is permitted only with respect to expenses, including attorneys' fees actually
and reasonably incurred in connection with the defense. In such actions, the
person to be indemnified must have acted in good faith, in a manner believed to
have been in the Corporation's best interest and must not have been adjudged
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expense which the Court of Chancery or such other court shall
deem proper. Indemnification is otherwise prohibited in connection with a
proceeding brought on behalf of the Registrant in which a director is adjudged
liable to the Registrant, or in connection with any proceeding charging improper
personal benefit to the director in which the director is adjudged liable for
receipt of an improper personal benefit.
Delaware law authorizes the Registrant to reimburse or pay reasonable
expenses incurred by a director, officer, employee or agent in connection with a
proceeding in advance of a final disposition of the matter. Such advances of
expenses are permitted if the person furnishes to the Registrant a written
agreement to repay such advances if it is determined that he is not entitled to
be indemnified by the Corporation.
The statutory section cited above further specifies that any provisions
for indemnification of or advances for expenses does not exclude other rights
under the Registrant's Certificate of Incorporation, Bylaws, resolutions of its
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stockholders or disinterested directors, or otherwise. These indemnification
provisions continue for a person who has ceased to be a director, officer,
employee or agent of the corporation and inure to the benefit of the heirs,
executors and administrators of such persons.
The statutory provision cited above also grants the power to the
Registrant to purchase and maintain insurance policies which protect any
director, officer, employee or agent against any liability asserted against or
incurred by him in such capacity arising out of his status as such. Such
policies may provide for indemnification whether or not the corporation would
otherwise have the power to provide for it. No such policies providing
protection against liabilities imposed under the securities laws have been
obtained by the Registrant.
Article VIII of the Registrant's Bylaws provides that the Registrant
shall indemnify its directors, officers, employees and agents to the fullest
extent permitted by the Delaware General Corporation Law. In addition, the
Registrant has entered into agreements with its directors indemnifying them to
the fullest extent permitted by the Delaware General Corporation Law.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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The following is a complete list of exhibits filed as a part of this
Registration Statement, which Exhibits are incorporated herein.
4.1 Certificate of Incorporation for California Pro Sports, Inc.
(INCORPORATED BY REFERENCE TO EXHIBIT 3.1 TO THE COMPANY'S REGISTRATION
STATEMENT ON FORM SB-2, REGISTRATION NO. 33-85108 AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION "SEC" ON OCTOBER 13, 1994.)
5.1 Opinion of Counsel and Consent of Friedlob Sanderson Raskin Paulson &
Tourtillott, LLC
24.1 Power of Attorney - Included on Signature Page
23.1 Consent of Friedlob Sanderson Raskin Paulson & Tourtillott, LLC - See
Exhibit 5.1.
23.2 Consent of Gelfond Hochstadt Pangburn & Co.
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Item 9. Undertakings.
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The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
additional or changed material information on the plan of distribution.
(a) (2) That, for determining any liability under the Securities Act,
it will treat each post-effective amendment as a new registration statement of
the securities offered, and the offering of such securities at that time to be
the initial bona fide offering.
(a) (3) To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
(b) Not applicable.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
(f) Not Applicable.
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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 Greer, State of South Carolina, on October 22, 1997.
CALIFORNIA PRO SPORTS, INC.
By /s/ Barry S. Hollander
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Barry S. Hollander, Chief
Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and/or
directors of California Pro Sports, Inc., by virtue of their signatures
appearing below, hereby constitute and appoint Henry Fong and Barry S.
Hollander, each with full power of substitution, as attorneys-in-fact in their
names, places and steads to execute any and all amendments to this Registration
Statement on Form S-8 in the capacities set forth opposite their names below and
hereby ratify all that said attorneys-in-fact may do by virtue thereof.
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.
Signatures Title Date
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/s/ Henry Fong Director and Chief Executive Officer October 22, 1997
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Henry Fong
/s/ Barry S. Hollander Chief Financial Officer October 22, 1997
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Barry S. Hollander
/s/ Brian C. Simpson Director October 22, 1997
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Brian C. Simpson
/s/ Hung-Chang Yang Director October 22, 1997
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Hung-Chang Yang
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EXHIBIT 5.1
October 22, 1997
Board of Directors
California Pro Sports, Inc.
1221-B South Batesville Road
Greer, South Carolina 29650
Re: Registration Statement on Form S-8
Opinion of Counsel
Gentlemen:
As counsel for California Pro Sports, Inc. (the "Corporation"), a
Delaware corporation, we have examined the Certificate of Incorporation, the
Bylaws and Minutes of the Corporation and such other corporate records,
documents and proceedings, and have considered such questions of law as we
deemed relevant for the purpose of this opinion. We have also, as such counsel,
examined the Corporation's Registration Statement on Form S-8 (the "Registration
Statement"), which will be filed with the Securities and Exchange Commission
today or shortly thereafter, covering the sale of an aggregate of up to 881,000
shares (the "Shares") of the Corporation's common stock under the Corporation's
1994 Stock Option Plan, individual Warrant Agreements and a Stock Bonus as
described in and in accordance with the terms of the Registration Statement.
Based upon the foregoing, we are of the opinion that the Shares will be
duly and validly issued as fully paid and non-assessable shares of common stock
upon issuance in case of the Stock Bonus and upon exercise of options and or
warrants in accordance with their terms.
We hereby consent to the use of our name in such Registration Statement
and to the filing of this opinion as Exhibit 5.1 thereto. In giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933 or the
Rules and Regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
Friedlob Sanderson Raskin
Paulson & Tourtillott, LLC
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of California Pro Sports, Inc. of our report dated April 11, 1997
(which expresses an unqualified opinion and includes an explanatory paragraph
relating to the Company's ability to continue as a going concern), relating to
the consolidated balance sheet of California Pro Sports, Inc. and subsidiaries
as of December 31, 1996, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the years in the two-year
period ended December 31, 1996, which report appears in the December 31, 1996
annual report on Form 10-KSB of California Pro Sports, Inc.
GELFOND HOCHSTADT PANGBURN & CO.
Denver, Colorado
October 28, 1997
