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As filed with the Securities and Exchange Commission on January 26, 1998
Registration No. 33-14015
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO 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)
PART I
This Post-Effective Amendment No. 1 is filed with respect to 538,000
shares of Capitol Communities Corporation (the "Company" or the "Registrant")
Common Stock issuable upon the exercise of certain non-qualified stock options
(collectively, the "Options") issued to Jens Olsen under that certain Financial
Consultant Agreement, dated October 7, 1996, and Steve Telsey, under that
certain Financial Consulting Agreement, dated October 7, 1996. On September 30,
1997, the Company modified and amended the Olsen Stock Option Plan to extend the
time for Olsen to exercise such stock options from December 31, 1997 to March
31, 1998.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Capitol Communities Corporation has filed with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form S-8, SEC
File No. 33-14015 under the Securities Act of 1933, as amended (the "Act") with
respect to the Common Stock, as
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defined in said Registration Statement and the amendment offered hereby. The
contents of the Registration Statement are hereby incorporated herein by
reference.
In addition, the following documents, which have been filed with the
Commission by the Company 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, Registration No. 915636; (the "Form 10-SB
Registration Statement"),
(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.
(c) All other reports filed with the Commission pursuant to
Section 13(a) or 15(d) since September 30, 1996, including
the Company's Quarterly Reports on Form 10-QSB, the Company's
Annual Reports on Form 10-KSB for fiscal years ended
September 30, 1996, and September 30, 1997, and any
amendments thereof; and
All documents filed by the Company, pursuant to Section 13(a), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the respective
dates of filing of such documents.
ITEM 8. EXHIBITS.
See Exhibit Index following signatures
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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, hereunto duly
authorized, in the City of Torrance, State of California, on January 21, 1997.
CAPITOL COMMUNITIES CORPORATION
By: /s/ Michael G. Todd,
President, Chairman of the Board, and Director
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.
Signature Title
/s/ Robert Neyland * Director January 21, 1998
/s/ Herbert Russell* Director January 21, 1998
/s/ Thomas Blake* Director January 21, 1998
/s/ David Paes* Vice President,
Treasurer Janaury 21, 1998
*By: /s/ Michael G. Todd
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Michael G. Todd, Attorney-in-Fact
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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.
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Exhibit Description Page
<S> <C> <C>
5* Opinion of Elizabeth Brandon-Brown, Esq.
23.1* Consent of Elizabeth Brandon-Brown, Esq.
(included in Exhibit 5)
23.2* Consent of Joel S. Baum P.A.
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EXHIBIT 5 OPINION OF ELIZABETH BRANDON-BROWN, ESQ.
EXHIBIT 23.1 CONSENT OF ELIZABETH BRANDON-BROWN, ESQ.
January 21, 1998
Capitol Communities Corporation
25550 Hawthorne Blvd, Suite 207
Torrance, California 90505
Re: Capitol Communities Corporation
Form S-8 Registration Statement and Amendment
Ladies and Gentlemen:
I understand that Capitol Communities Corporation. (the "Company")
intends to file with the Securities and Exchange Commission Post-Effective
Amendment No. 1 to the Company's Registration Statement on Form S-8 (the
"Registration Statement") relating to Common Stock of Capitol Communities
Corporation, par value $0.01 and to be issued under the Company's Non-Qualified
Consultant Stock Option Plan, as amended (the "Plan").
I 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, Registration No. 14015 (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, I 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 I have deemed necessary for the purpose of rendering
this option. I have assumed the genuineness of all documents submitted to me as
copies. I 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 I have
deemed appropriate, and subject to the limitations contained herein, I am 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
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accordance with the terms of the Stock Options, be duly and validly issued,
fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement, as amended. In giving this consent, I do not admit that
I am 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/ Elizabeth Brandon-Brown
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Elizabeth Brandon-Brown .
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EXHIBIT 23.2 - CONSENT OF JOEL S. BAUM, P.A.
EXHIBIT 23.2
CONSENT OF BAUM & COMPANY, P.A., INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
BAUM & COMPANY, P.A.
CERTIFIED PUBLIC ACCOUNTANTS
Capitol Communities Corporation
25550 Hawthorne Blvd.
Suite 207
Torrance, CA 90505
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference our firm's prior
consent to this Registration Statement on Form S-8 dated September 18, 1996 of
our firm's audit report dated September 30, 1995. We also consent to the
incorporation by reference of our firm's audit reports in the Capitol
Communities Corporation's Annual Reports on Form 10-KSB for the years ended
September 30, 1996, and September 30, 1997.
January 22, 1998
Coral Springs, Florida
/s/ Joel S. Baum
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Joel S. Baum, CPA
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