As filed with the Securities and Exchange Commission on ______________, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ELECTRONICS COMMUNICATIONS CORP.
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(Exact nature of issuer as specified in its charter)
Delaware 11-2649088
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10 Plog Road, Fairfield, New Jersey 07004
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(Address of Principal Executive Offices) (Zip Code)
Client Service Agreement between Registrant and Great Deals, Inc.
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(Full title of the plan)
William S. Taylor, President
Electronics Communications Corp.
10 Plog Road
Fairfield, NJ 07004
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(Name and address of agent for service)
(201) 808-8862
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(Telephone number, including area code of agent for service)
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copies to:
Sommer & Schneider, LLP
600 Old Country Road, Suite 535
Garden City, NY 11530
(516) 228-8181
Approximate date of commencement of proposed sale to the public: Upon
exercise of the options granted under the Stock Option Plans, but in no event
prior to the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee(1)
- ---------- ---------- ----- ----- ------
Common Stock,
$.05 par value 2,300,000 $0.53 $1,219,000 $420.34
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(1) The fee with respect to these shares has been calculated pursuant to Rules
457(h) and 457(c) under the Securities Act of 1933 and based upon the bid
price per share of the Registrant's Common Stock on September 3, 1996 a
date within five (5) days prior to the date of filing of this Registration
Statement, as reported by the NASDAQ SmallCap Market.
Documents Incorporated by Reference |X| Yes |_| No
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this Registration
Statement and made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995; and
(b) The Company's Prospectus filed pursuant to Rule 424(b) on May 15, 1995 as
part of Registration No. 33-89336.
(c) The Company's Quarterly Report of Form 10-QSB for the quarter ended March
31, 1996; and
(d) The Company's Amendment to the Quarterly Report on Form 10-QSB/A-1 for the
quarter ended March 31, 1996.
(e) The Company's Current Report on Form 8-K dated June 28, 1996.
(f) The Company's Quarterly Report on Form 10-QSB for the quarter ended June
30, 1996.
(g) All other documents filed by the Company after the date of this
Registration Statement under Section 13(a), 13(c) 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to the Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining
in the Registration Statement and to be part thereof from the date of
filing of such documents.
Item 4. Description of Securities
Not Applicable
Item 6. Indemnification of Directors and Officers.
Pursuant to the Company's certificate of incorporation and by-laws, filed
as Exhibits hereto, the Company shall indemnify its directors, officers,
employees and agents to the full extent permissible under the General
Corporation Law of the State of Delaware, as effective from time to time, or any
other applicable law.
Under Section 145 of the Delaware General Corporation Law, the Company has
the power to indemnify directors, officers, employees and agents under certain
prescribed
<PAGE>
circumstances against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his being a
director, officer, employee or agent of the Company if it is determined that he
acted in accordance with the applicable standard of conduct set forth in such
statutory provisions.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company 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, the
Company 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.
The Company's certificate of incorporation, as amended, and by-laws provide
that no director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of his or her fiduciary duty as a
director, except (i) for any breach of the director's duty of loyalty to the
Company or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) for
paying a dividend or approving a stock repurchase which was illegal under
section 174 of the Delaware General Corporation Law; or (iv) for any transaction
from which the director derived an improper benefit.
Item 7. Exemption From Registration Claimed.
Not Applicable
Item 8. Exhibits.
Number Description
- ------ -----------
5 Consent and Opinion of Sommer & Schneider LLP
10.1 Client Service Agreement dated September 4, 1996
24.1 Consent of Stetz, Belgiovine, CPA's P.C.
<PAGE>
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(c) 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.
Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if
the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
this paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference 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.
(4) 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 offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated
<PAGE>
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act
of 1934; and where interim financial information required to be presented
by Item 310(b) of Registration S-B is not set forth in the prospectus, to
deliver, or cause to be delivered, to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim
financial information.
(6) To deliver or cause to be delivered with the prospectus to each employee to
whom the prospectus is sent or given, a copy of the registrant's annual
report to stockholders for its last fiscal year, unless such employee
otherwise has received a copy of such report, in which case the
registration shall state in the prospectus that it will promptly furnish,
without charge, a copy of such report on written request of the employee.
If the last fiscal year of the registrant has ended within 120 days prior
to the use of the prospectus, the annual report of the registrant for the
preceding fiscal year may be so delivered, but within such 120-day period
the annual report for the last fiscal year will be furnished to each such
employee.
(7) To transmit or cause to be transmitted to all employees participating in the
Plans who do not otherwise receive such material as stockholders of the
registrant, at the time and in the manner such material is sent to its
stockholders, copies of all reports, proxy statements and other communications
distributed to its stockholders generally.
<PAGE>
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 Fairfield, State of New Jersey, on September 5, 1996.
ELECTRONICS COMMUNICATIONS CORP.
/s/ William S. Taylor
----------------------------
William S. Taylor, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Signatures Date
/s/ William S. Taylor September 5, 1996
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William S. Taylor
President and Chairman
/s/ Brenda Taylor September 5, 1996
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Brenda Taylor
Secretary and Director
/s/ Les Winder September 5, 1996
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Les Winder
Executive Vice President, Treasurer
and Director
________________________________ September____, 1996
Mal Gurian
Director
________________________________ September____, 1996
Ira J. Tabankin
Director
/s/ Robert DePalo September 5, 1996
- --------------------------------
Robert DePalo
Director
EXHIBIT 5
SOMMER & SCHNEIDER LLP
600 OLD COUNTRY ROAD
GARDEN CITY, NEW YORK 11530
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Herbert H. Sommer Telephone (516) 228-8181
Joel C. Schneider Facsimile (516) 228-8211
September 5, 1996
Combined Opinion and Consent
Electronics Communications Corp.
10 Plog Road
Fairfield, NJ 07004
Re: Electronics Communications Corp.
Gentlemen:
We have acted as counsel to Electronics Communications Corp., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933 as amended (the "Act") of the Company's Registration Statement on
Form S-8, filed contemporaneously with the Commission relating to the
registration under the Act of 2,300,000 shares (the "Shares") of the Company's
Common Stock, $.05 par value (the "Common Stock").
In rendering this opinion, we have reviewed the Registration Statement on
Form S-8, as well as a copy of the Certificate of Incorporation of the Company,
as amended, and the By-Laws of the Company. We have also reviewed such statutes
and judicial precedents as we have deemed relevant and necessary as a basis for
the opinion hereinafter expressed. In our examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity with,
the original documents of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such copies.
Based on the foregoing and in reliance thereon, and subject to the
qualifications and limitations set forth herein, we are of the opinion that:
(1) The Company has been duly incorporated and is a validly existing
corporation under the laws of the State of Delaware;
<PAGE>
Electronics Communications Corp.
September 5, 1996
Page 2
(2) The Shares, when issued in connection with the Client Service Agreement (a
copy as annexed as Exhibit 10.1 to the Registration Statement), will be
legally issued, fully paid and non-assessable.
This opinion is limited to the General Corporation Law and the Constitution
of the State of Delaware and we express no opinion with respect to the laws of
any other jurisdiction. We consent to your filing this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement
on Form S-8. This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent.
Very truly yours,
/s/ Joel C. Schneider
---------------------
Joel C. Schneider
HHS/md
EXHIBIT 10.1
CLIENT SERVICE AGREEMENT
This Agreement is made and entered into this 4th day of September, 1996 between
Great Deals, Inc., located at 80 Cutter Mill Road, Great Neck, NY 11021,
hereinafter referred to as "Great Deals", and Electronics Communications Corp.,
located at 10 Plog Road, Fairfield, NJ 07004, hereinafter referred to as "ECC."
WITNESSETH:
Whereas, Great Deals is a public relations firm specializing in the
dissemination of information about publicly traded companies, and
Whereas, ECC is publicly held with its common stock trading on one or more stock
exchanges including The NASDAQ Stock Market, and
Whereas, ECC desires to publicize itself with the intention of making its name
and business better known throughout the brokerage community and among
investors, and
Whereas Great Deals is willing to accept ECC as a client,
NOW THEREFORE, in consideration of the mutual covenants herein contained, it is
agreed:
1. ENGAGEMENT: ECC hereby engages Great Deals to publicize ECC to brokers,
prospective investors and shareholders, and subject to further provisions of
this Agreement. Great Deals hereby accepts ECC as a client and agrees to
publicize it as described in Section 2 of this Agreement, but subject to the
further provisions of this Agreement.
2. MARKETING PROGRAM: Consists of the following components:
(A) Great Deals will review and analyze all aspects of ECC's goals and make
recommendations on feasibility and achievment of desired goals.
(B) Great Deals will review all of the general information and recent
filings from ECC and produce at least 80,000 copies of a valid, professionally
written, Independent Analysts Research Report describing ECC's business. The
research Report will be prepared in brokerage style format and will be utilized
by Great Deals in educating the brokerage community regarding ECC's story and
business opportunity.
(C) Great Deals will provide through their network, firms and brokers
interested in participating with Great Deals in promoting ECC and schedule and
conduct the necessary due diligence and obtain the required approvals necessary
for those firms to participate. Great Deals will also interview and make
determinations on any firms or brokers referred by ECC with regard to their
participation.
(D) Great Deals will schedule at least two (2) broker dealer conferences
per month over the next year, commencing from the date of this Agreement. These
conferences, the expenses for which ECC shall alone be responsible, are itended
to tell ECC's story to the investment community and expose ECC to as many
brokers, dealers, and potential market makers as possible. Great Deals will
prepare all necessary documents, handouts, or other such printed matter as may
be required to properly conduct such meetings. ECC agrees to produce and make
<PAGE>
available to Great Deals copies of a audio, vidio, or slide presentation
suitable for investment professionals.
(E) Great Deals will use its best efforts to obtain for ECC significant
exposure on national financial radio programming, in independent financial
newsletters, and through on-line facsimile internet and other broadcast media
services.
(F) Great Deals will bring in at least two (2) market makers that will
actively make a market in ECC's stock.
(G) Great Deals will undertake special projects related to promoting ECC's
business planning and will assist in the preperation of business plans and
financial models and projections over the next two (2) years, commencing from
the date of this Agreement.
3. TIME OF PERFORMANCE: Services to be performed under this Agreement shall
commence upon execution of this Agreement and shall continue until completion,
which is expected to occur within twenty-four (24) months. Upon completion this
Agreement shall automatically renew for an additional 1 year term, pending
agreement of mutually acceptable terms between Great Deals and ECC.
4. COMPENSATION AND EXPENSES: In consideration of the services to be
performed by Great Deals, ECC agrees to pay compensation to Great Deals an
amount equal to the greater of $752,000 or 2,300,000 shares of ECC's common
stock which shall be payable in freely traded shares of ECC which are to be
issued in the following manner:
Hector Montes 1,150,000 shares
Jose Rosado 1,150,000 shares
Great Deals shall pay and be responsible for all expenses it incurs except for
expenses specifically related to broker or investment conferences and meetings,
printing of business plans and financial models, slide, video, audio production
costs, or expenses related to special projects.
5. GUARANTY: In consideration of the payment of $752,000/2,300,000 shares
from ECC to Great Deals, Great Deals hereby guarantees that through Great
Deals' promotional efforts it will bring in at least four (4) new market makers
to support the Company's common stock. If Great Deal's does not meet this
commitment, it will repay either $752,000 or 2,300,000 shares of common stock
to ECC.
6. REPRESENTATIONS AND WARRANTIES OF ECC: ECC represents and warrants to
Great Deals, each representation and warranty being deemed to be material that:
(A) ECC will cooperate fully and timely with Great Deals to enable Great
Deals to perform its obligation under this Agreement.
(B) The execution and performance of this Agreement by ECC has been duly
authorized by the Board of Directors of ECC in accordance with applicable law.
(C) The performance of ECC under this Agreement will not violate any
applicable court decree, law, or regulation, nor will it violate any provisions
of the organizational documents of ECC or any contractual obligations by which
ECC may be bound.
<PAGE>
(D) ECC will promptly deliver to Great Deals a list of brokers and market
makers of ECC's securities which have been following ECC.
7. EARLY TERMINATION: If ECC fails to fulfill its obligations as described
herein, or fails to make timely payment of the compensation set forth herein,
Great Deals shall have the right to terminate this Agreement and any further
performance by Great Deals under this Agreement shall no longer be required.
8. LIMITATION OF LIABILITY: If Great Deals fails to perform its services
hereunder, its entire liability to ECC shall not exceed the lessor of (a) the
amount of cash/securities compensation has received from ECC under the terms of
this Agreement or (b) the actual damage to ECC as a result of such
non-performance. IN NO EVENT WILL ECC BE LIABLE FOR ANY INDIRECT SPECIAL OR
CONSEQUENTIAL DAMAGES NOR FOR ANY CLAIM AGAINST ECC BY ANY PERSON OR ENTITY
ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT.
9. OWNERSHIP OF MATERIALS: All right, title, and interest in and to material to
be produced by Great Deals in connection with the contract and other services to
be rendered under this Agreement shall become the sole property of ECC. Great
Deals shall be entitled to at least one (1) copy of the materials it produces
for ECC.
10. CONFIDENTIALITY: Until such time as the same may become publicly known,
Great Deals agrees that any and all information transmitted to it from ECC are
to be considered confidential and Great Deals agrees to hold all information
confidential and not to disclose such information to any person, company or
entity without the prior written approval of ECC, except as may be reasonably
required in the performance of Great Deals obligations as described herein. Upon
completion of its duties as described herein, Great Deals agrees to return all
materials furnished to it by ECC to ECC.
11. NOTICES: All notices hereunder shall be in writing and addressed to the
party at the address herein set forth, or at such other address as to which
notice pursuant to this section may be given and shall be delivered by personal
delivery, certified mail, express mail, or by national overnight courier
service. Notices will be deemed given upon the earlier of actual receipt or
three (3) business days after being mailed or delivered to such courier service.
Notice shall be addressed to Great Deals at:
Great Deals, Inc.
60 Cutter Mill Road
Great Neck, NY 11021
Attention: John Lamendola, Esq.
Hector Montes
Jose Rosado
and to ECC at:
Electronics Communications Corp.
10 Plog Road
Fairfield, NJ 07004
Attention: Brenda Taylor
<PAGE>
Any notices to be given hereunder will be effective if executed and sent by the
attorneys for the parties giving such notice, and in connection therewith the
parties and under their respective counsel agree that in giving such notice such
counsel may communicate directly in writing with such parties to the extent
necessary to give such notice.
12. SEPARABILITY: If one or more of the provisions of this Agreement shall be
held invalid, illegal, or unenforceable, and provided that such provision is not
essential to the transaction provided for by this Agreement, shall not affect
any other provision hereof, and the Agreement shall be construed as if such
provision had never been contained herein.
13. ARBITRATION: Any controversy or claim arising out of or relating to the
Agent Agreement, or the breach thereof, shall be setteled by arbitration in
accordance with the commercial arbitration rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof.
14. MISCELLANEOUS:
(A) EFFECTIVE DATE OF REPRESENTATIONS: Shall be no later than the date
Great Deals is prepared to commence its promotional activities pursuant to the
contract.
(B) GOVERNING LAW: This Agreement shall be governed by and interpreted
under the laws of the State of New Jersey where ECC has been conducting its
business and this Agreement has been accepted by Great Deals.
(C) CURRENCY: In all instances, references to dollars shall be deemed to be
United States Dollars.
(D) MULTIPLE COUNTERPARTS: This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original.
CONFIRMED AND AGREED ON THE 4TH DAY OF SEPTEMBER, 1996
ELECTRONICS COMMUNICATIONS CORP.
By:/s/ Les Winder
--------------------------------------
Les Winder, Executive Vice President
CONFIRMED AND AGREED ON THE 4TH DAY OF SEPTEMBER, 1996
GREAT DEALS, INC.
By:___________________________
John Lamendola
<PAGE>
Any notices to be given hereunder will be effective if executed and sent by the
attorneys for the parties giving such notice, and in connection therewith the
parties and under their respective counsel agree that in giving such notice such
counsel may communicate directly in writing with such parties to the extent
necessary to give such notice.
12. SEPARABILITY: If one or more of the provisions of this Agreement shall be
held invalid, illegal, or unenforceable, and provided that such provision is not
essential to the transaction provided for by this Agreement, shall not affect
any other provision hereof, and the Agreement shall be construed as if such
provision had never been contained herein.
13. ARBITRATION: Any controversy or claim arising out of or relating to the
Agent Agreement, or the breach thereof, shall be setteled by arbitration in
accordance with the commercial arbitration rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof.
14. MISCELLANEOUS:
(A) EFFECTIVE DATE OF REPRESENTATIONS: Shall be no later than the date
Great Deals is prepared to commence its promotional activities pursuant to the
contract.
(B) GOVERNING LAW: This Agreement shall be governed by and interpreted
under the laws of the State of New Jersey where ECC has been conducting its
business and this Agreement has been accepted by Great Deals.
(C) CURRENCY: In all instances, references to dollars shall be deemed to be
United States Dollars.
(D) MULTIPLE COUNTERPARTS: This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original.
CONFIRMED AND AGREED ON THE 4TH DAY OF SEPTEMBER, 1996
ELECTRONICS COMMUNICATIONS CORP.
By:/s/ Les Winder
--------------------------------------
Les Winder, Executive Vice President
CONFIRMED AND AGREED ON THE 4TH DAY OF SEPTEMBER, 1996
GREAT DEALS, INC.
By:/s/John Lamendola
- --------------------------------------
John Lamendola
EXHIBIT 24.1
CONSENT OF INDEPENDENT AUDITORS
We have issued our report dated March 25, 1996 accompanying the financial
statements of Electronics Commnications Corp. appearing in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1995 and accompanying the
Company's Prospectus filed pursuant to Rule 424(b) on May 15, 1995 as part of
Registration No. 33-89336 which are incorporated by reference in the
Registration Statement of the aforementioned reports and to use of our name as
it appear under the "Experts."
/S/ STETZ, BELGIOVINE CPAs, P.C.
--------------------------------
STETZ, BELGIOVINE CPAs, P.C.
Montclair, New Jersey
September 5, 1996
