<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT TO
FORM S-8 REGISTRATION STATEMENT FILED ON OCTOBER 13, 1998
FORM S-8-A1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LUCAS EDUCATIONAL SYSTEMS, INC.
---------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 62-1690722
(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
P. O. Box 789
Templeton, California 93465
---------------------------
(Address of Principal Executive Offices)
(805) 434-3982
--------------
(Issuer's Telephone Number, including Area Code)
Consultant Compensation Agreement No. 2
---------------------------------------
(Full Title of the Plan)
Jerry R. Lucas
P. O. Box 789
Templeton, California 93465
---------------------------
(Name and Address of Agent for Service)
(805) 434-3982
--------------
(Telephone Number, Including Area Code, of Agent for Service)
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, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ]
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to Amount to Price per Aggregate Registration
be Registered be Registered Unit/Share Offering Price Fee
- -----------------------------------------------------------------------------
$0.001 par
value common
voting stock 600,000 $0.375 $225,000 $*
- -----------------------------------------------------------------------------
* Calculated and paid on October 13, 1998, according to Rule
230.457(h) of the Securities and Exchange Commission, based upon
the exercise price of the options covering the underlying common
stock to be issued under the Plan.
PART II
Item 8. Exhibits.
- ------------------
Exhibit
Number
- ------
99 Amendment to Consultant Compensation Agreement No. 2
SIGNATURES
Pursuant to the requirements of the 1933 Act, 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, on the date or dates appearing opposite the respective signatures
hereto.
REGISTRANT:
Date: 10/20/98 By/s/Jerry R. Lucas
Jerry R. Lucas
President and
Director
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons (who constitute all
of the members of the Board of Directors of the Registrant) in the capacities
and on the date indicated.
Date: 10/20/98 By/s/Jerry R. Lucas
Jerry R. Lucas
President and
Director
Date: 10/20/98 By/s/Cheryl W. Lucas
Cheryl W. Lucas
Treasurer and
Director
Date: 10/20/98 By/s/David Nelson
David Nelson
Secretary and CFO
<PAGE>
Securities and Exchange Commission File No. 0-24374
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LUCAS EDUCATIONAL SYSTEMS, INC.
<PAGE>
EXHIBIT INDEX
Exhibit
Number
- -------
99 Amended Consultant Compensation Agreement No. 2
UNANIMOUS CONSENT OF DIRECTORS OF
LUCAS EDUCATIONAL SYSTEMS, INC.
The undersigned, being all of the duly elected and incumbent
directors of Lucas Educational Systems, Inc., a Nevada corporation (the
"Company"), acting pursuant to Section 78.315 of the Nevada Revised Statutes,
do hereby unanimously consent to and adopt the following resolutions,
effective the latest date hereof unless indicated otherwise, to-wit:
RESOLVED, that the Company amend the written compensation
agreement to compensate two individual consultants (Karl S. Smith
and Dennis P. Nielsen) which was executed by the Company and these
consultants on October 8, 1998, and which amendment shall reduce
the exercise price from $1.75 per share to $0.375 per share, as
outlined in the letters of Messers. Smith and Nielsen dated
October 19, 1998, which are attached hereto and incorporated
herein by reference.
Date: 10/20/98 /s/Jerry R. Lucas
Jerry R. Lucas
Date: 10/20/98 /s/Cheryl W. Lucas
Cheryl W. Lucas
October 19, 1998
Jerry R. Lucas, President
Lucas Educational Systems, Inc.
Facsimile Number (805) 434-9607
Subject: S-8 Registration Statement, related written compensation
agreement and stock options granted therein for compensation
Dear Jerry:
The current stock price for shares of Lucas has dropped to an
average of $0.74 per share, and the volume is as low as 1,000 shares on some
days. Even if the options granted were exercised at the current price of
$1.75 per share, neither Karl or I would be able to sell them so we could be
fairly compensated for our non-capital raising services, which we estimate to
have a value of approximately $115,000 each.
Under the circumstances, we believe the Registration Statement and
written compensation agreement should be amended to reduce the exercise price
to grant us the option to purchase these securities at not more than $0.375
per share. This may require Lucas expense the total value of the bid price of
these securities, rather than what we are paying, but it is fair compensation
to us.
If this is acceptable, let Leonard know.
Thanks,
/s/Dennis P. Nielsen
Dennis P. Nielsen
Consultant
ACCEPTED this 19th day of October 1998.
/s/Jerry Lucas
Jerry Lucas, President
October 19, 1998
Jerry R. Lucas, President
Lucas Educational Systems, Inc.
Facsimile Number (805) 434-9607
Subject: S-8 Registration Statement, related written compensation
agreement and stock options granted therein for compensation
Dear Jerry:
The current stock price for shares of Lucas has dropped to an
average of $0.74 per share, and the volume is as low as 1,000 shares on some
days. Even if the options granted were exercised at the current price of
$1.75 per share, neither Dennis or I would be able to sell them so we could be
fairly compensated for our non-capital raising services, which we estimate to
have a value of approximately $115,000 each.
Under the circumstances, we believe the Registration Statement and
written compensation agreement should be amended to reduce the exercise price
to grant us the option to purchase these securities at not more than $0.375
per share. This may require Lucas expense the total value of the bid price of
these securities, rather than what we are paying, but it is fair compensation
to us.
If this is acceptable, let Leonard know. I am going to give him
50,000 shares of my "restricted securities" in Lucas for his fees, so that
Lucas Educational Systems, Inc., will not have to pay for preparing the
Registration Statement.
Thanks,
/s/Karl Smith
Karl Smith
Consultant
ACCEPTED this 19th day of October 1998.
/s/Jerry Lucas
Jerry Lucas, President
