S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans
Published on August 29, 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 22,600,000 $0.03 $678,000 $169.50
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, and the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2001 and June 30, 2001, all filed by the Company with the Commission,
are 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 113,923,579shares 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
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foreseeable future, but instead intends to retain all earnings, if any, for use
in business operations.
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
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at that time shall be deemed to be the initial bona fide offering thereof.
(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 August 28, 2001.
American Communications
Enterprises, Inc.
By:/s/ Carl L. Smith
Carl L. Smith, 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.
SIGNATURE TITLE DATE
/s/ Carl L. Smith Director, Chief August 28, 2001
Carl L. Smith Executive Officer
/s/ Matthew A. Veal Director, Chief Financial August 28, 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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