S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans
Published on November 21, 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 22,140,621 $0.02 $442,812 $110.70
shares
Approximate date of proposed sales pursuant to the plan:
As soon as practicable after this Registration Statement becomes effective.
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, June 30, 2001, and September 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 131,733,896 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
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any dividends on the common stock in the 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
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offered therein, and the offering of such securities 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 November 20, 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 November 20, 2001
Carl L. Smith Executive Officer
/s/ Matthew A. Veal Director, Chief Financial November 20, 2001
Matthew A. Veal and Accounting Officer
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EXHIBIT INDEX
Exhibit Title
Number
5 Opinion re legality
23.1 Consent of Independent Certified Public
Accountants
23.2 Consent of Legal Counsel (included as part
of Exhibit 5)
6