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As filed with the Securities and Exchange Commission on June 14, 2000
Registration No. 333-32128
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
POST EFFECTIVE AMENDMENT NUMBER ONE
TO THE
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CREATIVE HOST SERVICES, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-1069494
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(State or Incorporation) (I.R.S. Employer Identification No.)
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6335 Ferris Square
Suites G & H
San Diego, California 92126
(Address of principal executive offices and zip codes)
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CREATIVE HOST SERVICES, INC.
STOCK OPTION PLAN FOR
DIRECTORS, EMPLOYEES AND KEY CONSULTANTS
(Full title of the plan)
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Copy To:
Sayed Ali, President Mark J. Richardson, Esq.
Creative Host Services, Inc. Richardson & Associates
6335 Ferris Square 1299 Ocean Avenue
Suites G & H Suite 900
San Diego, California 92126 Santa Monica, California 90401
(858) 587-7300 (310) 393-9992
(Name, address and telephone
number of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
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Proposed Proposed
Title of Each Class Maximum Maximum Amount of
of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, no par value 60,000 shares $ 3.30(2) $ 198,000 $ 52.27
Common Stock, no par value 65,000 shares $3.875(2) $ 251,875 $ 66.50
Common Stock, no par value 15,000 shares $ 4.25(2) $ 63,750 $ 16.83
Common Stock, no par value 55,000 shares $ 0.93(2) $ 51,150 $ 13.50
Common Stock, no par value 10,000 shares $ 1.02(2) $ 10,200 $ 2.69
Common Stock, no par value 1,500 shares $ 1.28(2) $ 1,920 $ .51
Common Stock, no par value 1,000 shares $7.875(2) $ 7,875 $ 2.08
Common Stock, no par value 1,500 shares $ 6.00(2) $ 9,000 $ 2.38
Common Stock, no par value 71,000 shares $10.50(3) $ 745,500 $196.81
Total 280,000 shares - $1,339,270 $353.57*
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* This fee has already been paid.
(1) Includes an undeterminable number of shares of Common Stock issuable as a
result of the anti-dilution provisions of the Creative Host Services, Inc.
Stock Option Plan.
(2) Represents the exercise price of these stock options.
(3) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the last sale price of the
Company's Common Stock on March 29, 2000 as reported on the NASDAQ
Small-Cap Market.
This Form S-8 consists of 38 pages, including exhibits. The index to
exhibits is set forth on page 4.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Creative Host Services, Inc. (the "Company" or "Registrant")
incorporates by reference in this Registration Statement the following
documents:
(a) The Registrant's Annual Report on Form 10-KSB-A for the fiscal
year ended December 31, 1999.
(b) The Registrant's quarterly report on Form 10-QSB for the
quarter ended March 31, 2000.
(c) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1997.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
of the filing hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters 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 the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
GENERAL. The authorized capital stock of the Company consists
of 20,000,000 shares of Common Stock, no par value, and 100,000 shares of
Preferred Stock, no par value. At June 7, 2000, the Company had 5,861,681
shares of Common Stock issued and outstanding and no shares of Preferred Stock
issued or outstanding.
COMMON STOCK. All outstanding shares of Common Stock are, and the
shares to be issued as contemplated herein will be, fully paid and
nonassessable. As a class, holders of the Common Stock are entitled to one
vote per share in all matters to be voted upon by the stockholders. Holders
of Common Stock are entitled to receive such dividends when and as declared
by the Board of Directors out of the surplus or net profits of the Company
legally available therefor, equally, on a share for share basis. The Company
does not anticipate paying dividends in the near future. In the event of a
liquidation, dissolution or winding-up of the Company, the holders of Common
Stock are entitled to share equally, on a share for share basis, in all
assets remaining after payment of liabilities, subject to the prior
distribution rights of any other classes or series of capital stock then
outstanding. The Common Stock has no preemptive rights and is neither
redeemable nor convertible, and there are no sinking fund provisions. As of
June 7, 2000, the Company's 5,861,681 shares of Common Stock outstanding were
held by 109 stockholders of record.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock covered
by this Prospectus will be passed upon for the Company by Richardson &
Associates, counsel to the Company, 1299 Ocean Avenue, Suite 900, Santa
Monica, California, 90401. In consideration for capital contributed to the
Company, Mark J. Richardson Esq. of Richardson & Associates owns shares of
the Company's Common Stock.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The California Corporations Code and the Company's Bylaws
provide that a director of the Company will have no personal liability to the
Company or its shareholders for monetary damages for breach of fiduciary duty as
a director except (i) for acts or omissions that involve intentional misconduct
or a knowing and culpable violation of law, (ii) for acts or omissions that a
director believes to be contrary to the best interests of the corporation or its
shareholders or that involve the absence of good faith on the part of the
director, (iii) for any transaction from which a director derived an improper
personal benefit, (iv) for acts or omissions that show a reckless disregard for
the director's duty to the corporation or its shareholders in circumstances in
which the director was aware, or should have been aware, in the ordinary course
of performing a director's duties, of a risk of serious injury to the
corporation or its shareholders, (v) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the corporation or its shareholders, or (vi) for an unlawful dividend,
distribution, stock repurchase or redemption. This provision would generally
absolve directors of personal liability for negligence in the performance of
duties, including gross negligence.
The Company's Bylaws and Sections 204 and 317 of the California
Corporations Code contain comprehensive provisions for indemnification of
directors, officers and agents of California corporations against expenses,
judgments, fines and settlements in connection with litigation. The Company has
a policy of providing indemnification for its executive officers, directors and
members of its committees, within the scope of the California Corporations Code.
It has entered into indemnification agreements with its executive officers,
directors and committee members. Under the California Corporations Code, other
than an action brought by or in the right of the Company, such indemnification
is available if it is determined that the proposed indemnitee acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal action or proceeding,
has no reasonable cause to believe his conduct was unlawful. In actions brought
by or in the right of the Company, such indemnification is limited to expenses
(including attorneys' fees) actually and reasonably incurred if the indemnitee
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company. No indemnification may be made,
however, in respect of any claim, issue or matter as to which such person is
adjudged to be liable to the Company unless and only to the extent that the
court in which the action was brought determines that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper. To the extent that the
proposed indemnitee has been successful in defense of any action, suit or
proceeding, he must be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the action. The
Company's Articles of Incorporation, as amended, provide for indemnification of
the directors and officers of the Company against liabilities to the maximum
extent provided by California law.
The Company maintains insurance to protect officers and directors
from certain liabilities, including liabilities against which the Company cannot
indemnify its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The stock options granted under the Registrant's 1997 Stock Option
Plan to date, and any shares which may be issued pursuant to the exercise of
stock options granted or to be granted under the Registrant's 1997 Stock Option
Plan, would be granted or issued pursuant to Rule 506 of Regulation D
promulgated under Section 4(2) of the Securities Act of 1933, as amended.
ITEM 8. EXHIBITS.
4.1 Articles of Incorporation of the Registrant, as amended.(1)
4.2 Bylaws of the Registrant.(1)
4.3 Creative Host Services, Inc. 1997 Stock Option Plan.(1)
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5.1 Opinion of Richardson & Associates as to the legality of the
securities being registered.
23.1 Consent of Richardson & Associates (included as part of
Exhibit 5.1).
23.2 Consent of Stonefield Josephson, Independent Certified Public
Accountants.
24.1 Power of Attorney (contained on page 7 hereof).
99.1 Reoffer Prospectus, dated June 14, 2000.
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(1) Incorporated by reference from the exhibits included with the Company's
Registration Statement (No. 333-6722) on Form SB-2 filed with the SEC on
April 3, 1997.
ITEM 9. UNDERTAKINGS.
A. 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, 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.
B. The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered herein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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C. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, 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, 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 of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the finial adjudication of such issue.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Sayed Ali, 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, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement, 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, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming that said attorney-in-fact and agent or the substitute or substitutes
of him, may lawfully do or cause to be done by virtue hereof.
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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 his Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California on the 14th day of
June 2000.
CREATIVE HOST SERVICES, INC.
BY: /s/ Sayed Ali
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Sayed Ali, President
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Sayed Ali President and Director (Chief Executive June 14, 2000
-------------------------------------- Officer and Principal Financial Officer)
Sayed Ali
/s/ Tasneem Vakharia Secretary (Principal Accounting Officer) June 14, 2000
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Tasneem Vakharia
/s/ Booker T. Graves Director June 14, 2000
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Booker T. Graves
/s/ John P. Donohue, Jr. Director June 14, 2000
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John P. Donohue, Jr.
/s/ Charles B. Radloff Director June 14, 2000
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Charles B. Radloff
</TABLE>
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 2000
REGISTRATION NO. 333-32128
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
POST EFFECTIVE AMENDMENT NUMBER ONE
TO THE
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CREATIVE HOST SERVICES, INC.
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EXHIBIT VOLUME
TO THE
REGISTRATION STATEMENT
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<PAGE>
INDEX TO THE EXHIBIT VOLUME TO
REGISTRATION STATEMENT ON FORM S-8
4.1 Articles of Incorporation of the Registrant, as amended.(1)
4.2 Bylaws of the Registrant.(1)
4.3 Creative Host Services, Inc. 1997 Stock Option Plan.(1)
5.1 Opinion of Richardson & Associates as to the legality of the
securities being registered.
23.1 Consent of Richardson & Associates (included as part of
Exhibit 5.1).
23.2 Consent of Stonefield Josephson, Independent Certified Public
Accountants.
24.1 Power of Attorney.
99.1 Reoffer Prospectus, dated June 14, 2000.
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(1) Incorporated by reference from the exhibits included in the Company's
Registration Statement (No. 333-6722) on Form SB-2 filed with the SEC on
April 3, 1997.
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