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As filed with the Securities and Exchange Commission on October 11, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CAPITOL COMMUNITIES CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 88-0361144
(State of incorporation) (I.R.S. employer identification no.)
25550 Hawthorne Boulevard, Suite 207, Torrance, CA 90505, (310) 375-2266
(Address and telephone number of principal executive offices)
CONSULTANT NON-QUALIFIED STOCK OPTIONS
(Full title of the plan)
MICHAEL G. TODD
25550 Hawthorne Boulevard, Suite 207, Torrance, CA 90505, (310) 375-2266
(Name, address and telephone number of agent for service of process)
With a copy to:
ELIZABETH BRANDON-BROWN, ESQ.
SANCHEZ & AMADOR, LLP
601 South Figueroa Street, Suite 2300, Los Angeles, California 90017
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount to be Proposed Proposed Amt. of
of Securities Registered Maximum Aggregate Registration
to be Registered Offering Price Offering Fee
Price Per Price
Share
<S> <C> <C> <C> <C>
Common Stock, 538,000(1) $2.65(2) $1,426,000 $432.08
$.01 par value
per share
</TABLE>
(1) This is the number of shares of common stock issuable upon the
exercise of certain non-qualified stock options (collectively, the
"Options") issued to (a) Jens Olsen ("Olsen") under that certain
Financial Consultant Agreement, dated October 7, 1996, between Capitol
Communities Corporation (the "Company") and Olsen, and (b) Steve
Telsey ("Telsey") under that certain Financial Consultant Agreement,
dated October 7, 1996, between the Company and Telsey.
(2) This is the average of the exercise prices of the Options, which,
pursuant to Rule 457(h), is the price upon which the registration fee
has been calculated. The options are exercisable at the following
exercise prices: 238,000 shares at $2.00, 50,000 shares at $2.50,
50,000 shares at $2.75, 50,000 shares at $3.00, 50,000 shares at
$3.25, 50,000 shares at $3.50, and 50,000 shares at $4.00.
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PART I
The document(s) containing the information called for in Part I of
Form S-8 will be provided to the holders of the options referred to in the
footnotes above, as specified by Rule 428(b)(1). Such information is not being
filed with or included in this registration statement in accordance with the
rules and regulations of the Securities and Exchange Commission (the
"Commission").
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Commission by
Capitol Communities Corporation (the "Company" or the "Registrant") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by this reference and shall be deemed a part hereof:
(a) The Company's Form 10-SB-12(g) filed with the Commission on
September 16, 1996 (the "Form 10-SB Registration Statement");
and
(b) The description of the Company's common stock, $.01 par value
per share (the "Common Stock") contained in the Form 10-SB
Registration Statement.
There have been no other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act subsequent to the Form 10-SB Registration Statement filed with
the Commission on September 16, 1996.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference in this Registration Statement and to be a
part hereof from the date of filing of such reports and documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Company is a Nevada corporation. Section 78.751(1) of the Nevada
Revised Statutes ("NRS") authorizes a Nevada corporation to indemnify any
director, officer, employee, or corporate agent "who was or is a 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,
except an action by or in the right of the corporation" due to his corporate
role. Section 78.751(1) extends this protection "against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit or proceeding
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if he acted in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful."
Section 78.751(2) of the NRS also authorizes indemnification of the
reasonable defense or settlement expenses of a corporate director, officer,
employee or agent who is sued, or is threatened with a suit, by or in the right
of the corporation. The party must have been acting in good faith and with the
reasonable belief that his actions were not opposed to the corporation's best
interests. Unless the court rules that the party is reasonably entitled to
indemnification, the party seeking indemnification must not have been found
liable to the corporation.
To the extent that a corporate director, officer, employee, or agent
is successful on the merits or otherwise in defending any action or proceeding
referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of the NRS
requires that he be indemnified "against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense."
Section 78.751(4) of the NRS limits indemnification under Sections
78.751(1) and 78.751(2) to situations in which either (1) the stockholders, (2)
the majority of a disinterested quorum of directors, or (3) independent legal
counsel determine that indemnification is proper under the circumstances.
Pursuant to Section 78.751(5) of the NRS, the Company may advance an
officer's or director's expenses incurred in defending any action or proceeding
upon receipt of an undertaking. Section 78.751(6)(a) provides that the rights
to indemnification and advancement of expenses shall not be deemed exclusive of
any other rights under any bylaw, agreement, stockholder vote or vote of
disinterested directors. Section 78.751(6)(b) extends the rights to
indemnification and advancement of expenses to former directors, officers,
employees and agents, as well as their heirs, executors and administrators.
Regardless of whether a director, officers, employee or agent has the
right to indemnity, Section 78.752 allows the corporation to purchase and
maintain insurance on his behalf against liability arising from this corporate
role.
Article VII, Section 7 of the Company's Bylaws restates the
above-referenced indemnification provisions of the NRS. Article 9 of the
Company's Articles of Incorporation requires the Company, to the fullest extent
permitted by Nevada law, to indemnify all persons whom it shall have the power
to indemnify under said law against any and all expenses, liabilities or other
matters referred to in or covered thereby, without excluding any other rights to
which the party to be indemnified may have. These rights continue as to
persons who have ceased to be agents of the Company and inures to the benefit
of such persons' heirs, executors and administrators.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
All exhibits required by Item 601 Regulation S-B were previously
filed as an Exhibit to the Form 10-SB Registration Statement of the Registrant
and are incorporated herein by this reference, except those marked with an
asterisk, which are filed herewith.
Exhibit
Number
4.1 Articles of Incorporation of the Registrant, as amended
4.2 Bylaws of the Registrant
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5 Opinion of Sanchez & Amador, LLP*
23.1 Consent of Sanchez & Amador LLP (included in Exhibit 5)*
23.2 Consent of Joel S. Baum P.A.*
24 Power of Attorney (included on pages 4 and 5 of this
Registration Statement)*
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes, pursuant to Item 512 of
Regulation S-B:
(1) To file, during any period in which Registrant offers or sells
the securities registered hereunder, a post-effective amendment to this
registration statement to include any additional or changed material
information with respect to the plan of distribution.
(2) That, for the purpose of determining liability under the
Securities Act of 1933, 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.
(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.
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 Torrance, State of California, on October 10,
1996.
CAPITOL COMMUNITIES CORPORATION
By: /s/ Michael G. Todd,
President, Chairman of the Board, and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Michael G. Todd as his true and
lawful attorney-in-fact and agent with full powers of substitution and
re-substitution, for him in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, and any substitutes therefor, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the foregoing, as fully to all intents and purposes as he might or could do in
person, 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 below by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
/s/ Robert Neyland Director October , 1996
/s/ Herbert Russell Director October , 1996
/s/ Ronald Campbell Director October , 1996
/s/ David Paes Vice President, Treasurer October , 1996
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EXHIBIT INDEX
All exhibits required by Item 601 Regulation S-B were previously
filed as an Exhibit to the Form 10-SB Registration Statement of the Registrant
and are incorporated herein by this reference, except those marked with an
asterisk, which are filed herewith.
Exhibit Description Page
4.1 Articles of Incorporation of the Registrant, as amended
4.2 Bylaws of the Registrant
5 Opinion of Sanchez & Amador, LLP*
23.1 Consent of Sanchez & Amador LLP (included in Exhibit 5)*
23.2 Consent of Joel S. Baum P.A.*
24 Power of Attorney (included on pages 4 and 5 of this
Registration Statement)*
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EXHIBIT 5
October 10, 1996
Capitol Communities Corporation
25550 Hawthorne Boulevard, Suite 207
Torrance, California 90505
Re: Capitol Communities Corporation
Form S-8 Registration Statement
Ladies and Gentlemen:
We have acted as special counsel to Capitol Communities Corporation, a
Nevada corporation (the "Company"), in connection with (i) the filing with the
Securities and Exchange Commission (the "Commission") of the Company's
registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "1933 Act") covering 538,000 shares of
common stock, $.01 par value ("Common Stock"), of the Company which may be
issued in the future upon exercise of the consultant stock options (the "Stock
Options") referred to in the Registration Statement.
As such counsel, we have examined the Registration Statement and
exhibits thereto and such other documents, and have obtained such certificates
and assurances from officers and representatives of the Company and made such
additional inquiries, as we have deemed necessary for the purpose of rendering
this option. We have assumed the genuineness of all documents submitted to us
as copies. We have also examined the proceedings heretofore taken by the
Company in connection with the authorization of the Stock Options and the
issuance of the Common Stock issuable upon exercise thereof.
On the basis of and in reliance upon the foregoing examinations,
inquiries and assumptions, and such other matters of fact and questions of law
as we have deemed appropriate, and subject to the limitations contained herein,
we are of the opinion that any shares of Common Stock to be issued in the
future by the Company upon exercise of the Stock Options will, when issued in
accordance with the terms of the Stock Options, be duly and validly issued,
fully paid and non-assessable.
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Capitol Communities Corporation
October 10, 1996
Page 2
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
1933 Act or the General Rules and Regulations of the Commission.
Very truly yours,
/s/ SANCHEZ & AMADOR, LLP
-8-
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EXHIBIT 23.2
CONSENT OF JOEL S. BAUM, P.A., INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
JOEL S. BAUM, P.A.
CERTIFIED PUBLIC ACCOUNTANT MEMBER:
American Institute of CPAs
Florida Institute of CPAs
AICPA SEC & Private Companies
Division
Capitol Communities Corporation
25550 Hawthorne Blvd.
Suite 207
Torrance, CA 90505
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We consent to the use of our firm's audit dated September 30, 1995 by reference
in the Registration Statement (Form S-8) of Capitol Communities Corporation.
September 18, 1996
Coral Springs, Florida
By: /s/ Joel Baum
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