<PAGE> 1
As filed with the Securities and Exchange Commission on July 18, 1996
Registration No. _
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
--------------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
BAOA, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
California 7389 33-0563989
(State or Other Jurisdiction of (Primary Standard Industrial (IRS: Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
1011 Camino del Rio South
Suite 520
San Diego, California 92108
(Address of Principal Executive Offices)
1996 STOCK AWARD PLAN
(Full Title of the Plan)
William H. Black
President
1011 Camino del Rio South
Suite 520
San Diego, California 92108
(619)686-8660
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Gary Wykidal, Esq.
245 Fisher Avenue, Suite 1-A
Costa Mesa, California 92626
(714) 751-8505
Telecopy: (714) 751-5428
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. (X)
<TABLE>
<CAPTION>
=========================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered per Share(1) Offering Price (1) Fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 3,000,000 Shares $0.09 $270,000 $93.11
- -------------------------------------------------------------------------------------------------------------------------
Total $93.11
=========================================================================================================================
</TABLE>
(I) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(h).
<PAGE> 2
BAOA, INC.
1996 STOCK AWARD PLAN
1. Purpose of the Plan. The BAOA, Inc. 1996 Stock Award Plan (the
"Plan") is intended to attract, retain, motivate and reward officers, directors,
employees of, and subsidiaries of the Company, who are and will be contributing
to the success of the business of the Company; to provide competitive incentive
compensation opportunities; and to further opportunities for stock ownership by
such employees and consultants in order to increase their proprietary interest
in the Company. It is the intention of the Company that the Plan comply with the
definition of an "employee benefit plan" contained in Rule 405 under the
Securities Act of 1933, as amended, (the "Act"), and that awards be made only to
"employees" as defined in Rule 405. Accordingly, the Company may from time to
time, grant to selected officers, directors, employees and consultants
("participants") awards ("awards") of shares of common stock of the Company, no
par value ("Shares"), subject to the terms and conditions hereinafter provided.
2. Administration of the Plan. This plan shall be administered by the
Board of Directors of the Company (the "Board"). The Board is authorized to
interpret the Plan and may from time to time adopt such rules and regulations
for carrying out the Plan as it may deem appropriate, including rules and
regulations to comply with the requirements of Rule 16(b) (3) under the
Securities Exchange Act of 1934. No Director shall be eligible to vote or decide
upon awards to such Director under the Plan. Decisions of the Board in
connection with the administration of the Plan shall be final, conclusive, and
binding upon all parties, including the Company, shareholders, officers,
directors, employees and consultants.
Subject to the terms, provisions, and conditions of this Plan as
set forth herein, the Board shall have sole discretion and authority:
(a) to select the officers, directors, employees and consultants
to be awarded Shares (it being understood that more than one
award may be granted to the same employee or consultant);
(b) to determine the number of Shares to be awarded to each
recipient;
(c) to determine the time or times when the awards may be
granted;
(d) to prescribe the form of stock legend for the certificates of
Shares or other instruments, if any, evidencing any awards,
granted under this Plan, and
(e) to cause Shares to be registered on Form S-8 under the Act
either prior or subsequent to the making of an award.
3. Shares Subject to the Plan. The aggregate number of Shares which
may be awarded under the Plan shall not exceed 3,000,000 shares of common stock
of the Company. Shares to be awarded under the Plan shall be made available, at
the discretion of the Board, either from the authorized but unissued shares of
the Company or from shares of common stock reacquired by the Company, including
shares purchased in the open market.
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<PAGE> 3
4. Eligibility. Shares shall be awarded only to employees (the term
"employees" shall include officers as well as other key employees of the
Company, and shall include directors who are also employees of the Company) and
consultants to the Company, it being the intention of the Company that awards
shall be made only to persons who satisfy the definition of "employee" contained
in Rule 405 under the Act.
5. Awards and Certificates. Each recipient shall be issued a
certificate in respect of Shares awarded under the Plan. Such certificate shall
be registered in the name of the participant, and shall bear an appropriate
restrictive legend on its face, unless such Shares have been registered under
the Act. The Company may register on Form S-8 under the Act, on behalf of the
recipients, Shares issued or to be issued pursuant to the Plan.
6. Termination and Amendment. The Board may amend, suspend, or
terminate the Plan at any time provided that no such modification shall impair
the rights of any recipient under any award.
7. Miscellaneous.
(a) Nothing in the Plan shall require the Company to issue or
transfer any Shares pursuant to an award if such issuance or
transfer would, in the opinion of the Board, constitute or
result in a violation of any applicable statute or regulation
of any jurisdiction relating to the disposition of
securities.
(b) Notwithstanding any other provision of the Plan, the Board
may at any time make or provide for such adjustment to the
Plan, to the number of Shares available thereunder, or to any
awards of Shares as it shall deem appropriate, to prevent
dilution or enlargement of rights, including adjustments in
the event of changes in the number of outstanding Shares by
reason of stock dividends or distributions, stock splits or
other combinations or subdivisions of stock,
recapitalization, issuances by reclassification, mergers,
consolidations, combinations or exchanges of shares,
separations, reorganizations, liquidations, or other similar
corporate changes. Any such determination by the Board shall
be conclusive.
(c) No employee, consultant or other person shall have any claim
or right to be granted Shares under the Plan, and neither the
Plan nor any action taken thereunder shall be construed as
giving any participant, recipient, employee, consultant or
other person any right to be retained in the employ of or by
the Company.
(d) Income realized as a result of an award of Shares shall not
be included in the recipients earnings for the purpose of any
benefit plan in which the recipient may become eligible
unless otherwise specifically provided for in such Plan.
(e) If and when a recipient is required to pay the Company an
amount required to be withheld under any federal, state or
local income tax laws in connection with an award under the
Plan, the Board may, in its sole discretion and subject to
such rules as it may adopt, permit the participant to satisfy
the obligation, in whole or in part, by electing to have the
Company withhold Shares having a fair market value equal to
the amount required to be
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<PAGE> 4
withheld. The election to have Shares withheld must be made
on or before the date the amount of tax to be withheld is
determined.
8. Effective Date and Term of Plan. The effective date of the Plan
shall be January 1, 1996 and the Plan shall remain in full force until December
31, 2000, or until all Shares have been awarded, whichever first occurs.
- 4 -
<PAGE> 5
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in this Part I are being
separately provided to the participants covered by the Plan, as specified by
Rule 428(b) (1).
- 5 -
<PAGE> 6
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in paragraphs (a) through (c) below are hereby
incorporated by reference in this Registration Statement. All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 1
5(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
herein have been sold or which 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.
(a) The Registrant's latest Annual Report on Form 10-SB.
(b) All other reports filed by Registrant pursuant to Sections 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
above-referenced Annual Report.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
See Item 3(c) above.
Item 7. Exemption From Registration Claimed.
Not applicable.
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<PAGE> 7
Item 8. Exhibits.
Exhibit Numbers
5. Opinion of Gary Wykidal, Esq.
10. 1996 Stock Award Plan.
23.1 Consent of Gary Wykidal, Esq. (Included in Exhibit 5).
23.2 Consent of Independent Certified Public Accountants.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(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 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 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.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's Annual Report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities at that time shall therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification by the Registrant for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the provisions referenced
in Item 6 of this Registration Statement 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 Securities 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
- 7 -
<PAGE> 8
hereunder, 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 question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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 San Diego, California, on this 15th day of July, 1996.
BAOA, INC.
By /s/ WILLIAM H. BLACK
---------------------------
William H. Black, President
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<PAGE> 9
POWER OF ATTORNEY AND ADDITIONAL SIGNATURES
Each person whose signature appears below constitutes and appoints
William H. Black, his true and lawful attorney-in-fact and agent, with full
power of substitution and re-substitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, including post-effective amendments, 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 full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue thereof.
Further, 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>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
July 15, 1996
/s/ WILLIAM H. BLACK Chairman of the Board
- ---------------------------------- and President
William H. Black
July 15, 1996
/s/ STEVEN R. WRIGHT Principal Financial Officer
- ----------------------------------
Steven R. Wright
</TABLE>
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<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
- ------
<S> <C>
5 Opinion of Gary Wykidal, Esq.
10. Stock Award Plan
23.1 Consent of Gary Wykidal, Esq. (included in Exhibit 5)
23.2 Consent of Independent Certified Public Accountants.
</TABLE>
- 10 -
<PAGE> 1
OPINION OF GARY WYKIDAL, ESQ.
EXHIBIT 5
<PAGE> 2
[GARY C. WYKIDAL & ASSOCIATES LETTERHEAD]
July 16, 1996
BAOA, INC.
1011 Camino del Rio South
Suite 520
San Diego, California 92108
RE: Registration Statement on Form S-8 Regarding Common Stock to be
Issued Pursuant to the BAOA, INC. 1996 Stock Award Plan
Gentlemen:
As counsel for BAOA, INC. (the "Company"), I have reviewed the
Registration Statement which is to be filed on Form S-8 under the Securities Act
of 1933, as amended, covering an aggregate of 3,000,000 shares of Common Stock
(the "Shares") to be issued pursuant to the Company's 1996 Stock Award Plan (the
"Plan"). I have also examined the minutes of the Board of Directors meeting
approving the Plan.
It is my opinion that, when issued pursuant to the Plan, the Shares
will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Sincerely,
Gary C. Wykidal
GCW:med
<PAGE> 1
STOCK AWARD PLAN
EXHIBIT 10
<PAGE> 2
BAOA, INC.
1996 STOCK AWARD PLAN
1. Purpose of the Plan. The BAOA, INC. 1996 Stock Award Plan (the
"Plan") is intended to attract, retain, motivate and reward officers, directors,
employees of, and consultants to BAOA, Inc. (the "Company") and subsidiaries of
the Company, who are and will be contributing to the success of the business of
the Company; to provide competitive incentive compensation opportunities; and to
further provide opportunities for stock ownership by such employees and
consultants in order to increase their proprietary interest in the Company. It
is the intention of the Company that the Plan comply with the definition of an
"employee benefit plan" contained in Rule 405 under the Securities Act of 1933,
as amended (the "Act"), and that awards be made only to "employees" as defined
in Rule 405. Accordingly, the Company may from time to time, grant to selected
officers, directors, employees and consultants ("participants") awards
("awards") of shares of common stock of the Company, $.001 par value ("Shares"),
subject to the terms and conditions hereinafter provided.
2. Administration of the Plan. This plan shall be administered by the
Board of Directors of the Company (the "Board"). The Board is authorized to
interpret the Plan and may from time to time adopt such rules and regulations
for carrying out the Plan as it may deem appropriate, including rules and
regulations to comply with the requirements of Rule 16(b)(3) under the
Securities Exchange Act of 1934. No director shall be eligible to vote or decide
upon awards to such Director under the Plan. Decisions of the Board in
connection with the administration of the Plan shall be final, conclusive, and
binding upon all parties, including the Company, shareholders, officers,
directors, employees and consultants.
Subject to the terms, provisions, and conditions of this Plan as set
forth herein, the Board shall have sole discretion and authority:
(a) to select the officers, directors, employees and consultants to be
awarded Shares (it being understood that more than one award may
be granted to the same employee or consultant.
(b) to determine the number of Shares to be awarded to each recipient;
(c) to determine the time or times when the awards may be granted.
(d) to prescribe the form of stock legend for the certificates of
Shares or other instruments, if any, evidencing any awards,
granted under this Plan, and
(e) to cause Shares to be registered on Form S-8 under the Act either
prior or subsequent to the making of an award.
3. Shares Subject to the Plan. The aggregate number of Shares which
may be awarded under the Plan shall not exceed 3,000,000 shares of common stock
of the Company. Shares to be awarded under the Plan shall be made available, at
the discretion of the Board,
<PAGE> 3
either from the authorized but unissued shares of the Company or from shares of
common stock reacquired by the Company, including shares purchased in the open
market.
4. Eligibility. Shares shall be awarded only to employees (the term
"employees" shall include officers as well as other key employees of the
Company, and shall include directors who are also employees of the Company) of
and consultants to the Company, it being the intention of the Company that
awards shall be made only to persons who satisfy the definition of "employee"
contained in Rule 405 under the Act.
5. Awards and Certificates. Each recipient shall be issued a
certificate in respect of Shares awarded under the Plan. Such certificate shall
be registered in the name of the participant, and shall bear an appropriate
restrictive legend on its face, unless such Shares have been registered under
the Act. The Company may register on Form S-8 under the Act, on behalf of the
recipients, Shares issued or to be issued pursuant to the Plan.
6. Termination and Amendment. The Board may amend, suspend, or
terminate the Plan at any time provided that no such modification shall impair
the rights of any recipient under any award.
7. Miscellaneous.
(a) Nothing in the Plan shall require the Company to issue or
transfer any Shares pursuant to an award if such issuance or
transfer would, in the opinion of the Board, constitute or
result in a violation of any applicable statute or regulation
of any jurisdiction relating to the disposition of
Securities.
(b) Notwithstanding any other provision of the Plan, the Board
may at any time make or provide for such adjustment to the
Plan, to the number of Shares available thereunder, or to any
awards of Shares as it shall deem appropriate, to prevent
dilution or enlargement of rights, including adjustments in
the event of changes in the number of outstanding Shares by
reason of stock dividends or distributions, stock splits or
other combinations or subdivisions of stock
recapitalization, issuances by reclassification, mergers
consolidations, combinations or exchanges of shares,
separations, reorganizations, liquidations, or other similar
corporate changes. Any such determination by the Board shall
be conclusive.
(c) No employee, consultant or other person shall have any claim
or right to be granted Shares under the Plan, and neither the
Plan nor any action taken thereunder shall be construed as
giving any participant, recipient, employee, consultant or
other person any right to be retained in the employ of or by
the Company.
(d) Income realized as a result of any award of Shares shall not be
included in the recipient's earnings for the purpose of any
benefit plan in which the recipient may be enrolled or for which
the recipient may become eligible unless otherwise specifically
provided for in such Plan.
<PAGE> 4
(e) If and when a recipient is required to pay the Company an
amount required to be withheld under any federal, state or
local income tax laws in connection with an award under the
Plan, the Board may, in its sole discretion and subject to
such rules as it may adopt, permit the participant to satisfy
the obligation, in whole or in part, by electing to have the
Company withhold Shares having a fair market value equal to the
amount required to be withheld. The election to have Shares
withheld must be made on or before the date the amount of tax to
be withheld is determined.
8. Effective Date and Term of Plan. The effective date of the Plan
shall be January 1, 1996 and the Plan shall remain in full force until December
31, 2000 or until all Shares have been awarded, whichever first occurs.
<PAGE> 1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
EXHIBIT 23.2
<PAGE> 2
HARLAN & BOETTGER, C.P.A.s
12626 High Bluff Drive
Suite 200
San Diego, California 92130
Tel: (619) 755-8113
July 16, 1996
We consent to the incorporation by reference in the Registration
Statement on Form S-8 (1996 Stock Award Plan), of our report, dated July 8,
1996, appearing on page F-2 of the Annual Report on Form 10-KSB for the year
ended December 31, 1995, on financial statements of BAOA, INC.
Very truly yours,
Robert Wilkerson
