S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans
Published on April 26, 2001
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AMERICAN COMMUNICATIONS ENTERPRISES, INC.
(Exact Name of Registrant as Specified in its Charter)
State of Nevada 355 Interstate Blvd. 74-2897368
Sarasota, FL 34240
(State or Other (Address, including zip (I.R.S. Employer
Jurisdiction of code of principal Identification
Incorporation or executive office) Number)
Organization)
American Communications Enterprises, Inc.
2001 Stock Plan
(Full title of the plan)
MATTHEW A. VEAL
American Communications Enterprises, Inc.
355 Interstate Blvd.
Sarasota, FL 34240
(941) 923-1949
(Name, address, and telephone number,
of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Offering Registration
be Registered Registered Per Share Price Fee
Common Stock 15,973,451 $0.0226 $361,000 $90.25
shares
Approximate date of proposed sales pursuant to the plan:
As soon as practicable after this Registration Statement becomes effective.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company's Annual Report on Form 10-KSB for the year ended December 31,
2000, filed by the Company with the Commission, is incorporated herein by reference:
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment that 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 a part hereof from the date of the filing of such documents.
Item 4. Description of Securities.
The Company is authorized to issue 500,000,000 shares of common stock, no
par value per share, of which 97,950,128 shares are issued and outstanding as of
the date hereof. The outstanding shares of common stock are fully paid and non-assessable.
The holders of common stock are entitled to one vote per share for the election of
directors and with respect to all other matters submitted to a vote of stockholders.
Shares of common stock do not have cumulative voting rights, which means that the
holders of more than 50% of such shares voting for the election of directors can
elect 100% of the directors if they choose to do so. The Company's common stock
does not have preemptive rights, meaning that the common shareholders' ownership
interest in the Company would be diluted if additional shares of common stock are
subsequently issued, and the existing shareholders are not granted the right to
maintain their ownership interest in the Company. Upon any liquidation, dissolution
or winding-up, the Company's assets, after the payment of debts and liabilities and
any liquidation preferences of, and unpaid dividends on, any class of preferred
stock then outstanding, will be distributed pro-rata to the holders of the common
stock. The holders of the common stock do not have preemptive or conversion rights
to subscribe for any other securities and have no right to require the Company to
redeem or purchase their shares. The holders of Common Stock are entitled to share
equally in dividends, if, as and when declared by the Board of Directors, out of
funds legally available therefor, subject to the priorities given to any class of
preferred stock which may be issued.
To date, The Company has not paid any cash dividends. The payment of dividends,
if any, on the common stock in the future is within the sole discretion of the Board
of Directors and will depend upon earnings, capital requirements, financial condition,
and other relevant factors. The Board of Directors does not intend to declare any
dividends on the common stock in the foreseeable future, but instead intends to
retain all earnings, if any, for use in business operations.
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The Company uses Standard Registrar and Transfer, Inc., in Draper, Utah
as its transfer agent for the common stock.
Item 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation eliminate liability of its directors
and officers for breaches of fiduciary duties as directors and officers, except
to the extent otherwise required by the Nevada Revised Statutes and where the breach
involves intentional misconduct, fraud or a knowing violation of the law.
Section 78.7502 of the Nevada Revised Statutes contains provisions for
indemnification of officers and directors of the Company and, in certain cases,
employees and other persons. Each such person will be indemnified in any proceeding
if such person acted in good faith and in a manner which such person reasonably
believed to be in, or not opposed to, the best interests of the Company, and, with
respect to any criminal action or proceeding, had no cause to believe his conduct
was unlawful. Indemnification would cover expenses, including attorneys' fees, judgments,
fines and amounts paid or to be paid in settlement.
Item 8. Exhibits.
5 Opinion re legality
23.1 Consent of Independent Certified Public Accountants
23.2 Consent of Legal Counsel (included as part of Exhibit 5)
Item 9. Undertakings.
A. Undertakings Relating to Delayed or Continuous Offerings of
Securities
(1) The undersigned registrant hereby undertakes to file, during any period
in which offers or sales are being made, a post-effective amendment to this registration
statement 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) The undersigned registrant hereby undertakes 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.
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(3) The undersigned registrant hereby undertakes 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. Undertaking Relating to the Incorporation of Certain Documents
by Reference
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 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. Undertaking Relating to the Incorporation of Annual Report to Stockholders
The undersigned registrant hereby undertakes 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 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 Article 3 of Regulation S-X 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.
D. Undertaking Relating to Registration Statement on Form S-8
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 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.
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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, on April 24, 2000.
American Communications
Enterprises, Inc.
By:/s/ Carl L. Smith
Carl L. Smith, President
Date: April 24, 2001
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.
SIGNATURE TITLE DATE
/s/ Carl L. Smith Director, Chief April 24, 2001
Carl L. Smith Executive Officer
/s/ Matthew A. Veal Director, Chief Financial April 24, 2001
Matthew A. Veal and Accounting Officer
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EXHIBIT INDEX
Exhibit
Number Title
5 Opinion re legality
23.1 Consent of Independent Certified Public Accountants
23.2 Consent of Legal Counsel (included as part of Exhibit 5)
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