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As filed with the Securities and Exchange Commission on ________, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
D.H. MARKETING & CONSULTING, INC.
(Exact Name of Registrant as Specified in its Charter)
NEVADA 88-0330263
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
300 Keystone Street
Hawley, PA 18428
(Address of Principal Executive Offices, Including Zip Code)
Columbia Financial Group Consultant Agreement
(Full Title of the Plan)
DAVID D. HAGEN, PRESIDENT
D.H. MARKETING & CONSULTING, INC.
300 KEYSTONE STREET
HAWLEY, PA 18428
(717) 226-8515
(Name and Address, including Zip Code,
Telephone Number and Area Code, of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================
Title Of Proposed Proposed
Securities Maximum Maximum
To Be Amount To Be Offering Price Aggregate Offering Amount Of
Registered Registered Per Share (1) Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock,
par value $.0003 300,000 Shares $4.21875 $1,265,625 $373.36
==========================================================================================================
<FN>
(1) Estimated in accordance with Rule 457(h) under the Securities Act of
1933 solely for the purpose of calculating the registration fee, on
the basis of the average of the bid and asked prices of the common
stock on the OTC Bulletin Board on August 10, 1998.
</TABLE>
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
D.H. Marketing & Consulting, Inc. (the "Company" or "Registrant")
incorporates by reference into this registration statement the following
documents:
(a) The Registrant's latest annual report, filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") that contains audited
financial statements for Registrant's fiscal year ended
December 31, 1997;
(b) The Registrant's Quarterly Report on Form 10-QSB for the
Quarter Ended March 31, 1998, filed with the Securities and
Exchange Commission on May 29, 1998 (Commission File Number
000-22729); and
(c) The description of the Registrant's Common Stock contained
in the Company's Registration Statement on Form 8-A filed
with the Securities and Exchange Commission on June 20, 1997.
In addition, all other reports and documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold, or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The Registrant's securities counsel, Max C. Tanner, is the owner of
75,000 shares of restricted common stock of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.751 of the Nevada Revised Statutes empowers a corporation
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise.
Depending on the character of the proceeding, a corporation may indemnify
against expenses (including attorney's fees), judgements, fines and amounts
paid in settlement actually and reasonably incurred in connection with such
action, suit or proceeding if the person indemnified acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
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action or proceeding, had no cause to believe his or her conduct was
unlawful. In the case of an action by or in the right of the corporation,
no indemnification may be made in respect to any claim, issue or matter as
to which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his or her duty to the corporation unless
and only to the extent that the court in which such action or suit was brought
shall determine that despite the adjudication of liability such person is
fairly and reasonably entitled to indemnity for such expenses which the
court shall deem proper. Section 78.751 further provides that to the extent
a director or officer of a corporation has been successful in the defense of
any action, suit or proceeding referred to above or in the defense of any
claim, issue or matter therein, he or she shall be indemnified against
expenses (including attorney's fees) actually and reasonably incurred by him
or her in connection therewith.
The Company's Articles of Incorporation and By-Laws provide in effect
that the Company may indemnify to the full extent of its power to do so, all
Directors, Officers, employees, and agents.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by reference
into this Registration Statement on Form S-8 (numbering corresponds to Exhibit
Table in Item 601 of Regulation S-B).
No. Exhibit
4.1 The Company's specimen stock certificate (included as
Exhibit 4.0 to Form 10-QSB/A filed with the Securities and
Exchange Commission on May 27, 1997 and incorporated
herein by this reference)
*5.1 Opinion of Max C. Tanner re: legality
*15.1 Letter on unaudited interim financial information
*23.16 Consent of Max C. Tanner (included in Exhibit 5.1)
**24 Power of Attorney
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* Filed herewith
** Not applicable
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers and 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;
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(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities
offered if the total dollar value of securities
offered would not exceed that which was registered)
and any deviation from the low or high end of the
estimated maximum offering range may be reflected
in the form of prospectus filed with the Securities
and Exchange Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement; and
(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.
(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 that is incorporated by
reference in the registration statement shall be deemed to
be a new registration statement relating 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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
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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 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 the City of Hawley, State of Pennsylvania, on this 6th
day of August, 1998.
D.H. MARKETING & CONSULTING, INC.
By: /s/ DAVID D. HAGEN
David D. Hagen
President
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.
Name Title Date
- - ---- ----- ----
/s/ DAVID D. HAGEN President, Chief August 6, 1998
- ------------------------------- Executive Officer,
David D. Hagen Treasurer and Director
(principal executive, financial
and accounting officer)
/s/ WILLIAM C. BARTLEY Director August 6, 1998
- - -----------------------------
William C. Bartley
/s/ MICHAEL J. DAILY Secretary and Director August 6, 1998
- - -----------------------------
Michael J. Daily
/s/ MARTIN GROSSBACH Director August 6, 1998
- - -----------------------------
Martin Grossbach
/s/ JOHN C. GUTTRIDGE Director August 6, 1998
- - -----------------------------
John C. Guttridge
/s/ STEVE KRAKONCHUK Director August 6, 1998
- - -----------------------------
Steve Krakonchuk
/s/ RONALD W. MEREDITH Director August 6, 1998
- - -----------------------------
Ronald W. Meredith
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EXHIBIT INDEX
No. Exhibit
4.1 The Company's specimen stock certificate (included as Exhibit
4.0 to Form 10-QSB/A filed with the Securities and Exchange
Commission on May 27, 1997 and incorporated herein by this
reference)
*5.1 Opinion of Max C. Tanner re: legality
*15.1 Letter on unaudited interim financial information
*23.16 Consent of Max C. Tanner (included in Exhibit 5.1)
**24 Power of Attorney
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* Filed herewith
** Not applicable
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EXHIBIT 5.1
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Law Offices of
Max C. Tanner
2950 East Flamingo Road Suite G
Las Vegas, Nevada 89121
Phone (702) 369-9614 Fax (702) 369-5731
E-mail: [email protected]
August 6, 1998
Board of Directors
D. H. Marketing & Consulting, Inc.
300 Keystone Street
Hawley, PA 18428
RE: D.H. Marketing & Consulting, Inc.
Registration Statement on Form S-8
Gentlemen:
I have represented D.H. Marketing & Consulting, Inc., a Nevada
corporation, (the "Company") in connection with the preparation of a
registration statement filed with the Securities and Exchange Commission on
Form S-8 (the "Registration Statement") relating to the proposed issuance of
300,000 shares of the Company's common stock, par value $.0003 per share,
(the "Shares") pursuant to the terms of the Consultant Agreement with Columbia
Financial Group dated August 1, 1998 (the "Consultant Agreement"). In this
connection, I have examined such documents and corporate records as I have
deemed necessary to examine for the purpose of this opinion.
I am of the opinion that the Shares will be, when issued pursuant to the
Consultant Agreement, legally issued, fully paid and nonassessable.
I hereby consent to the filing of this Opinion as an Exhibit to the
Registration Statement.
Sincerely,
THE LAW OFFICES OF MAX C. TANNER
/s/ MAX C. TANNER
Max C. Tanner, Esquire
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EXHIBIT 15.2
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CROUCH, BIERWOLF & CHISHOLM
Certified Public Accountants
50 West Broadway, Suite 1130
Salt Lake City, Utah 84101
Office (801) 363-1175
Fax (801) 363-0615
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby acknowledge our awareness and consent to the use of our report,
dated May 19, 1998, in a Form S-8, via incorporation by reference to the Form
10-QSB for the quarter ended March 31, 1998 filed by D.H. Marketing &
Consulting, Inc.
/s/ CROUCH, BIERWOLF & CHISHOLM
Salt Lake City, Utah
August 6, 1998
