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As filed with the Securities and Exchange Commission on December 23, 1996.
Registration No. 33-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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RAM-Z ENTERPRISES, INC.
(Exact name of issuer as specified in its charter)
Delaware 87-0400335
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
5444 Westheimer, Suite 2080, Houston, Texas 77056
(Address of principal executive offices)
CONSULTING AGREEMENT
(Full title of the plan)
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Gregory J. Micek
President
Ram-Z Enterprises, Inc.
5444 Westheimer, Suite 2080
Houston, Texas 77056
(713) 622-1983
(Name, address and telephone number, including area code, of agent for service)
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Copy to:
Robert D. Axelrod
Axelrod, Smith & Kirshbaum
5300 Memorial Drive, Suite 700
Houston, Texas 77007
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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: [x]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of maximum maximum
securities Shares offering aggregate Amount of
to be to be price offering registration
registered registered per share(*) price(*) fee
- ---------- ---------- ------------ -------- ---
<S> <C> <C> <C> <C>
Common stock, 29,812 $2.50 $ 74,530.00 $22.59
par value $.001
Common stock 125,000 $2.50 $312,500.00 $94.70
issuable upon exercise
of underlying options
Totals $387,030.00 $117.29
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</TABLE>
* Estimated pursuant to Rule 457 of the Securities Act of 1933, as amended,
solely for purposes of calculating the registration fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Ram-Z Enterprises, Inc. (the
"Company"), are incorporated herein by reference 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) all other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since December 31, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date 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 herein and to be part hereof from the date of the filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Registrant is authorized to issue one class of securities, being
comprised of $0.001 par value common voting stock.
The holders of the $0.001 par value common stock of the Registrant have
traditional rights as to voting, dividends and liquidation. All shares of
common stock are entitled to one vote on all matters; there are no pre-emptive
rights and cumulative voting is not allowed. The common stock is not subject
to redemption and carries no subscription or conversion rights. In the event
of liquidation of the Registrant, the holders of common stock are entitled to
share equally in corporate assets after satisfaction of all liabilities.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Axelrod, Smith & Kirshbaum, who has prepared this Registration Statement
and Opinion regarding the authorization, issuance and fully-paid and
non-assessable status of the securities covered by this Registration Statement,
has represented the Registrant in the past on certain legal matters. Excluding
any shares of common stock that may be issued to Robert D. Axelrod pursuant to
this Registration Statement, Mr. Axelrod owns no shares of common stock of the
Registrant. Otherwise, his entire relationship with the Registrant has been as
legal counsel, and there are no arrangements or understandings which would in
any way cause him to be deemed an affiliate of the Registrant or a person
associated with an affiliate of the Registrant.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Under the Delaware General Corporation Law, a corporation has the power to
indemnify any
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person who is made a party to any civil, criminal, administrative or
investigative proceeding, other than an action by or in the right of the
corporation, by reason of the fact that such person was a director, officer,
employee or agent of the corporation, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement of any such actions if he
or she acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interest of the corporation; provided, however, in any
criminal proceeding, the indemnified person shall have had no reason to believe
the conduct committed was unlawful.
It is the position of the Securities and Exchange Commission (the
"Commission") that indemnification against liabilities for violations under the
federal securities laws, rules and regulations is against public policy. See
subparagraph (c) of Item 9 below.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of the Registration
Statement:
Exhibit Number Description of Exhibit
-------------- ----------------------
5 Opinion of Axelrod, Smith & Kirshbaum
23(i) Consent of Jack Evans, Certified Public
Accountant
23(ii) Consent of Axelrod, Smith & Kirshbaum
23(iii) Consent of Jones, Jensen & Company
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
A. (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 this 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 this
registration statement;
(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 (a) (i) and (a) (ii) above do not
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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 those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the 1934 Act 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.
B. The undersigned registrant hereby undertakes 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.
C. 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,
that 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 a court of appropriate jurisdiction the question of
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.
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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 this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on December 19, 1996.
RAM-Z ENTERPRISES, INC.
By: /s/ Gregory J. Micek
------------------------------------------
Gregory J. Micek, President and Director
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/ Gregory J. Micek President and Director December 19, 1996
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Gregory J. Micek
/s/ Robert J. Hill Director December 19, 1996
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Robert J. Hill
/s/ Susanne Jackson Director December 19, 1996
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Susanne Jackson
/s/ Arthur Frank Click III Director December 19, 1996
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Arthur Frank Click III
/s/ Lewis E. Ball Chief Financial Officer December 19, 1996
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Lewis E. Ball
</TABLE>
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INDEX TO EXHIBITS
5 Opinion of Axelrod, Smith & Kirshbaum
23(i) Consent of Jack Evans, Certified Public Accountant
23(ii) Consent of Axelrod, Smith & Kirshbaum
23(iii) Consent of Jones, Jensen & Company
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AXELROD, SMITH & KIRSHBAUM
An Association of Professional Corporations
ATTORNEYS AT LAW
5300 Memorial Drive, Suite 700
Houston, Texas 77007-8292
Telephone (713) 861-1996
Robert D. Axelrod, P.C. Facsimile (713) 552-0202
December 20, 1996
Gregory J. Micek
Ram-Z Enterprises, Inc.
5444 Westheimer, Ste. 2080
Houston, Texas 77056
Dear Mr. Micek:
As counsel for Ram-Z Enterprises, Inc., a Delaware corporation ("Company"),
and in connection with the issuance of a total of 154,812 shares of the
Company's $.001 par value common stock to three individual consultants and
shares underlying options to purchase a total of 125,000 shares of the
Company's common stock to one individual consultant (collectively the "common
stock") pursuant to a plan you have designated as Consulting Agreement (the
"Consulting Agreement") between the Company and the Consultants, you have
requested our firm to render this opinion in connection with the Registration
Statement to be filed by the Company on Form S-8.
We are familiar with the Registration Statement and the registration
contemplated thereby. In giving this opinion, we have reviewed the Registration
Statement and such other documents and certificates of public officials and of
officers of the Company with respect to the accuracy of the factual matters
contained therein as we have felt necessary or appropriate in order to render
the opinions expressed herein. In making our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents presented to
us as originals, the conformity to original documents of all documents
presented to us as copies thereof, and the authenticity of the original
documents from which any such copies were made, which assumptions we have not
independently verified.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware; and
2. The shares of Common Stock to be issued are validly authorized and,
when issued and delivered, and having been fully paid for, in
accordance with the terms of the Consulting Agreement, will be validly
issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference in the Registration Statement to Axelrod, Smith,
& Kirshbaum under the heading "Exhibits-Opinion; however, this opinion is not
to be used, circulated, quoted or otherwise referred to for any other purpose
without prior written consent."
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This opinion is based upon my knowledge of the law and facts as of the date
hereof, and I assume no duty to communicate with you with respect to any matter
which may hereafter come to my attention.
Very truly yours,
/s/ AXELROD, SMITH & KIRSHBAUM
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[JACK EVENS LETTERHEAD]
December 13, 1996
The Board of Directors
RAM-Z Enterprises, Inc.
I consent to the incorporation by reference in the registration statement on
Form S-8 of RAM-Z Enterprises, Inc., of my report dated September 23, 1996,
relating to the consolidated balance sheet of RAM-Z Enterprises, Inc. as of
June 30, 1996 and the related statements of income, changes in stockholders'
equity and cash flows for the period then ended, which report appears in the
current report on Form 8-K of RAM-Z Enterprises, Inc. dated August 26, 1996 as
amended.
/s/ JACK EVANS
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CONSENT OF COUNSEL
The consent of Axelrod, Smith & Kirshbaum is contained in the opinion filed
as Exhibit 5 to this Registration Statement.
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[JONES, JENSEN & COMPANY LETTERHEAD]
The Board of Directors
RAM-Z Enterprises, Inc.
We consent to the incorporation by reference in the registration statement on
Form S-8 of RAM-Z Enterprises, Inc., of our report dated March 20, 1995,
relating to the balance sheets of RAM-Z Enterprises, Inc. as of December 31,
1995 and December 31, 1994, and the related statements of operations,
stockholders' equity and cash flows for the years ended December 31, 1995, 1994
and 1993 and from inception on July 29, 1983 through December 31, 1995, which
report appears in the annual report on Form 10-K of RAM-Z Enterprises, Inc. for
the year ended December 31, 1995
/s/ JONES, JENSEN & COMPANY
Jones, Jensen & Company
December 17, 1996
