As filed with the Securities and Exchange Commission on May 1, 1998
Registration No. 333-_____
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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CALIFORNIA PRO SPORTS, INC.
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(Exact name of Registrant specified in its charter)
Delaware 84-1217733
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1221-B South Batesville Road
Greer, South Carolina 29650
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(Address of Principal Executive Offices) Zip Code
CONSULTANT STOCK COMPENSATION PLAN
(Full title of the plan)
Barry S. Hollander
Acting President and Chief Financial Officer
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.
Seth Weiss, Esq.
Friedlob Sanderson Raskin Paulson & Tourtillott, LLC
1400 Glenarm Place, Suite 300
Denver, Colorado 80202
(303) 571-1400
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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 200,000 $ 1.15 $230,000 $ 67.85 (2)
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(1) This Registration Statement is being filed to register (a) 200,000 shares
of common stock underlying stock options outstanding under the terms of a
written Consulting Agreement with a consultant, plus such indeterminable
number of shares of common stock as may be issued by reason of the
anti-dilution provisions of the Options.
(2) In accordance with Rule 457(h), the fee has been calculated as follows:
200,000 shares at $1.15 per share.
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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
consultant (the "Recipient") with documents that contain information related to
the plan which provides for its compensation 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 with Rule
428(b)(1) under the Securities Act.
Item 2. Registrant Information.
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The Registrant will provide to the Recipient a written statement advising
it of the availability 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 without charge and upon written
or oral notice. The statement will include the address and telephone number to
which any requests for documents 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
hereby incorporated into this Registration Statement by reference:
Registrant's Annual Report on Form 10-KSB for the year ended December
31, 1997;
Registrant's Current Report on Form 8-K reporting events of February
23, 1998;
Registrant's Current Report on Form 8-K reporting events of March 25,
1998; and
The description of the common stock contained in the Registrant's
Registration Statement on Form 8-A (Commission File 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 de-registers 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 provides for, under certain
circumstances, 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
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.
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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 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
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.
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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.
Item 9. Undertakings
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The undersigned Registrant hereby undertakes:
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(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 May 1, 1998.
CALIFORNIA PRO SPORTS, INC.
By /s/ Barry S. Hollander
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.
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Signatures Title Date
<S> <C> <C>
/s/ Henry Fong Director and Chief Executive Officer May 1, 1998
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Henry Fong
/s/ Barry S. Hollander Chief Financial Officer May 1, 1998
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Barry S. Hollander
/s/ Brian C. Simpson Director May 1, 1998
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Brian C. Simpson
/s/ Hung-Chang Yang Director May 1, 1998
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Hung-Chang Yang
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EXHIBIT 5.1
May 1, 1998
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 200,000 shares (the
"Shares") of the Corporation's common stock under the Consulting Agreement 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, upon exercise
of the option in accordance with its terms, will be duly and validly issued as
fully paid and non-assessable shares of common stock of the Corporation.
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,
/s/ Friedlob Sanderson Raskin
Friedlob Sanderson Raskin
Paulson & Tourtillott, LLC
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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 14, 1998
(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, 1997, 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, 1997, which report appears in the December 31, 1997
annual report on Form 10-KSB of California Pro Sports, Inc.
/s/ Gelfond Hochstadt Pangburn & Co.
GELFOND HOCHSTADT PANGBURN & CO.
Denver, Colorado
April 30, 1998
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