UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Electronics Communications Corp.
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(Exact name of registrant as specified in its charter)
Delaware 1-13764 11-2649088
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
10 Plog Road, Fairfield, New Jersey 07004
(Address of Principal Executive Office, including Zip Code)
1997 Employee Stock Compensation Plan
(Full Title of Plan)
William S. Taylor, 10 Plog Road, Fairfield, New Jersey 07004
(Name and Address of Agent for Service)
(973) 808-8862
(Telephone number, including area code of agent for service)
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<TABLE>
CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be registered registered aggregate offering aggregate offering registration fee
price per share price
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<S> <C> <C> <C> <C>
Common Stock 523,077 $1.30 $680,000 $206.06
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
Form S-8 Registration of Additional Securities
The contents of an earlier Form S-8 Registration Statement, filed with
the Securities and Exchange Commission on July, 17, 1997, is incorporated herein
by reference. Any information required in the new registration statement that is
not in the earlier registration statement is presented in this Registration
Statement.
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents by reference in
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1996.
(b) The Registrant's Amended Annual Report Form 10-KSB/A for the
year ended December 31, 1996.
(c) The Registrant's Quarterly Report on Form 10-QSB for the
period ended March 31, 1997.
(d) The Registrant's Periodic Report on Form 8-K, dated May 17,
1997.
(e) The Registrant's Quarterly Report on Form 10-QSB for the
period ended June 30, 1997.
(f) The Registrant's Statement on Form S-3 (Pre-effective
Amendment No. 5), as filed on July 17, 1997, as part of
Registration No. 333-4748;
(g) The Registrant's Statement on Form S-8, filed on July 17,
1997.
(h) The Registrant's Periodic Report, Form 8-K, filed August 18,
1997.
(i) Amendment Number 1 to Periodic Report, Form 8-K, filed
September 3, 1997.
(j) The Registrant's Periodic Report, Form 8-K, filed September
26, 1997.
(k) All other documents filed by the registrant 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 this Registration
Statement which deregisters the securities registered
hereunder which remain unsold.
<PAGE>
Item 4. Description of Securities.
The Company's authorized capitalization is 40,000,000 shares of Common
Stock, par value $.60 per share, of which 1,225,047 were outstanding as of
August 15, 1997, 4,000,000 shares of Series A Preferred Stock, par value $0.1
and 4,000,000 shares of Series B Preferred Stock, $.03 par value of which
1,333,333 shares were outstanding as of August 15, 1997. On August 11, 1997, the
Registrant effectuated a one for twelve reverse split of its common stock and a
one for three reverse split of its Series B Preferred Stock.
A summary description of the Capital Stock of the Company is set forth
in the Form S-8, Registration Statement, filed with the S.E.C. on July 17, 1997,
and is incorporated herein by reference. The description is a summary only and
is qualified in its entirety by the provisions of the Company's Certificate of
Incorporation, as amended, and By-Laws, copies of which are available from the
Company upon request.
Item 5. Interest of Counsel and Named Experts.
None
The financial statements of the Company as of December 31, 1996 and for
the years ended December 31, 1995 and 1994 have been incorporated by reference
in this Registration Statement in reliance upon the report of Stetz, Belgiovine
CPA's, P.C., independent certified public accountants, and upon the authority of
said firm as experts in accounting and auditing.
Item 6. Indemnification of Officers and Directors.
The Company's Articles of Incorporation and By-laws provide for
indemnification of directors and officers against certain liabilities. Directors
and officers of the Company are indemnified generally against expenses actually
and reasonably incurred in connection with proceedings, whether civil or
criminal to the fullest extent permissible under the General Corporation Law of
the State of Delaware, as effective from time to time, or any other applicable
law.
The Company's Articles of Incorporation, as amended, and Bylaws 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
5 Opinion of J. Jeffrey Press, Esq.
10 1997 Employee Stock Compensation Plan.
24 Consent of Stetz, Belgiovine CPA's, P.C., as 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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) 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;
(iii) 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, including (but not limited to) any addition or election of a managing
underwriter.
(2) That, for purposes 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 at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of 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 Company's annual report pursuant to Section 13(a) or 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 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.
<PAGE>
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 that 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 Act and will be governed by the final
adjudication of such issue.
<PAGE>
EXHIBIT INDEX
Exhibits Description
-------- -----------
5 Opinion and Consent of
J. Jeffrey Press, Esq.
10 1997 Employee Stock
Compensation Plan
24 Consent of Stetz, Belgiovine CPA's, P.C.,
as Independent Certified Public Accountants
<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 Township of Fairfield, State of New Jersey, on this 9th day
of October, 1997.
ELECTRONICS COMMUNICATIONS CORP.
By:/s/ William S. Taylor
-----------------
William S. Taylor
President, Chairman, Chief
Executive Officer and Director
Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints William S. Taylor, President, or his
successor in office, with full power to act as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all capacities (until
revoked in writing) to sign any and all amendments (including post-effective
amendments thereto) this Registration Statement on form S-8 of Electronics
Communications Corp., 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 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 for all intents and purposes, as he might of could do in
person, hereby ratifying and confirming all that said attorney-in-fact or his
substitute may 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 by the following persons in the
capacities and on the dates indicated.
<PAGE>
Signature Title Date
--------- ----- ----
/s/ William S. Taylor President, Chairman October 9, 1997
- --------------------- Chief Executive Officer
William S. Taylor & Director
/s/ Les Winder Executive Vice President October 9, 1997
- -------------- & Director
Les Winder
/s/ Brenda Taylor Secretary & Director October 9, 1997
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Brenda Taylor
/s/ Robert DePalo Director October 9, 1997
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Robert DePalo
/s/ Mal Gurian Director October 9, 1997
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Mal Gurian
/s/ Ira Tabakin Director October 9, 1997
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Ira Tabakin
EXHIBIT 5
OPINION AND CONSENT OF
J. JEFFREY PRESS, ESQ.
<PAGE>
October 9, 1997
Ladies and Gentlemen:
You have requested my opinion with respect to the securities included
in the Company's Registration Statement of Form S-8 (the "Registration
Statement"), which will be filed with the Securities and Exchange Commission in
1997.
In my role as counsel to the Company, I have examined the original or
certified copies of such records of the Company and such agreements,
certificates of public officials, certificates of officers or representatives of
the Company and others, and such other documents as I deem relevant and
necessary for the opinion expressed in this letter. In such examination, I have
assumed the genuiness of all signatures on original documents and the conformity
to original documents of all copies submitted to me as conformed copies. As to
various questions of fact material to such opinion, I have relied upon
statements or certificates of officials and representatives of the Company and
others.
The legal opinions expressed herein relate solely to Delaware corporate
law. Based upon and subject to the foregoing, I am of the opinion that:
When the Registration Statement becomes effective under the Securities
Act of 1933, as amended, and the securities are issued and distributed
as contemplated in the Registration Statement, the securities will
constitute legally issued, paid and non-assessable securities of the
Company.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that I am
included within the category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended, or the rules and regulations
promulgated thereunder.
Very truly yours,
/s/ J. Jeffrey Press
--------------------
J. JEFFREY PRESS, Esq.
JJP/cis
EXHIBIT 10
1997 EMPLOYEE
STOCK COMPENSATION PLAN
<PAGE>
1997 EMPLOYEE STOCK COMPENSATION PLAN
I. Purpose of the Plan.
The purpose of this Plan is to further the growth of Electronics
Communications Corp. and its Subsidiaries (together being the "Company") by
allowing the Company to compensate employees and certain other persons providing
bona fide services to the Company, through the award of Electronics
Communications Corp. common stock.
II. Definitions.
Whenever used in this Plan, the following terms shall have the meanings
set forth in this Section:
1. "Award" means any grant of Common Stock made under this
Plan.
2. "Board of Directors" means the Board of directors of
Electronics Communications Corp.
3. "Code" means the Internal Revenue Code of 1986, as
amended.
4. "Common Stock" means the common stock, par value $.60 per
share of Electronics Communications Corp.
5. "Date of Grant" means the day the Board of Directors
authorizes the grant of an Award or such later date as a
particular Award shall become effective.
6. "Employee" means any person or entity that renders bona fide
services to the Company ( including, but without limitation)
the following: a person employed by the Company in a key
capacity; an officer or director of the Company; a person or
Company engaged by the Company as a consultant; or a lawyer,
law firm, accountant or accounting firm.
7. "Subsidiary" means any corporation that is a subsidiary
as that term is defined in Section 424(f) of the Code.
III. Effective Date of the Plan.
The effective date of the Plan is October 10, 1997.
IV. Administration of the Plan.
The Board of Directors shall be responsible for the administration of
this Plan, and will grant Awards under this Plan. Subject to the express
provisions of this Plan, the Board of Directors shall have full authority and
sole and absolute discretion to interpret this Plan, to prescribe, amend and
rescind rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in administering
this Plan. The determination of the Board of Directors on matters referred to in
this Section shall be conclusive. The Board of Directors shall have sole and
absolute discretion to amend this Plan. No member of the Board of Directors
shall be liable for any act or omission in connection with the administration of
this Plan unless it resulted from the member's willful misconduct.
<PAGE>
V. Stock Subject to the Plan.
The maximum number of shares of Common Stock as to which Awards may be
granted under this Plan is 523,077 shares. The Board of Directors may increase
the maximum number of shares of Common Stock as to which Awards may be granted
at such time as it deems advisable.
VI. Persons Eligible to Receive Awards.
Awards may be granted only to Employees.
VII. Grants of Awards.
Except as otherwise provided herein, the Board of Directors shall have
complete discretion to determine when and to which Employees Awards are to be
Granted, and the number of shares of Common Stock as to which Awards granted to
each Employee will relate. No grant will be made if, in the judgment of the
Board of Directors, such a grant would constitute a public distribution within
the meaning of the Securities Act of 1933, as amended (the "Act"), or the rules
and regulations promulgated thereunder.
VIII. Delivery of Stock Certificates.
As promptly as practicable after authorizing the grant of the Award,
Electronics Communications Corp. shall deliver to the person who is the
recipient of the Award, a certificate or certificates registered in that
person's name, representing the number of shares of Common Stock that were
granted. If applicable, each certificate shall bear a legend to indicate that
the Common Stock represented by the certificate was issued in a transaction
which was not registered under the Act, and may only be sold or transferred in a
transaction that is registered under the Act or is exempt from the registration
requirements of the Act.
IX. Employment.
Nothing in this Plan or in the grant of an Award shall confer upon the
Employee the right to continue in the employ of the Company nor shall it
interfere with or restrict in any way the rights of the Company to discharge any
Employee at any time for any reason whatsoever, with or without cause.
X. Laws and Regulations.
1. The obligation of Electronics Communications Corp. to sell and
deliver shares of Common Stock on the grant of an Award under this Plan shall be
subject to the condition that counsel for Electronics Communications Corp. be
satisfied that the sale and delivery thereof will not violate the Act or any
other applicable law, rules or regulations.
2. This Plan is intended to meet the requirements of Rule 16b-3 in
order to provide officers and directors with certain exemptions from Section
16(b) of the Securities Exchange Act of 1934, as amended.
<PAGE>
XI. Withholding of Taxes.
If subject to withholding tax, the Company shall be authorized to
withhold from an Employees salary or other cash compensation such sums of money
as are necessary to pay the Employees withholding tax. The Company may elect to
withhold form the shares to be issued hereunder a sufficient number of shares to
satisfy the Company's withholding obligations. If the Company becomes required
to pay withholding taxes to any federal, state or other taxing authority as a
result of the granting of an Award and the Employee fails to provide the Company
with the funds with which to pay the withholding tax, the Company may withhold
up to 50% of each payment of salary or bonus to the Employee (which will be in
addition to any other required or permitted withholding), until the Company has
been reimbursed for the entire withholding tax it was required to pay.
XII. Termination of the Plan.
The Board of Directors may suspend or terminate this Plan at any time
or from time to time, but no such action shall adversely affect the rights of a
person granted an Awardd under this Plan prior to that date.
XIII. Delivery of the Plan.
A copy of this Plan shall be delivered to all participants, together
with a copy of the resolution or resolutions of the Board of Directors
authorizing the grant of the Award and establishing the terms, if any, of
participation.
EXHIBIT 24
CONSENT OF STETZ, BELGIOVINE, CPA's. P.C.
AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report, dated February 17, 1997, relating to the
financial statements of Electronics Communications Corp. for the year ended
December 31, 1996, appearing in the Company's Amended Annual Report on Form
10-KSB/A, including an explanatory note regarding the Company's ability to
continue as a going concern (see Note 21), accompanying the Company's Amended
Annual Report for the period ended December 31, 1996, on Form 10-KSB/A. Such
reports have been incorporated by reference in this Registration Statement. We
consent to the incorporation by reference in this Registration Statement on Form
S-8 of the aforementioned reports.
/s/STETZ, BELGIOVINE CPAs, P.C.
-------------------------------
STETZ, BELGIOVINE CPAs, P.C.
Montclair, New Jersey
October 9, 1997
