Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-8 Registration of Securities to be Offered to 5 29K
Employees Pursuant to an Employee
Benefit Plan
2: EX-3.1 Amended and Restated Certificate of Inc. 1 6K
3: EX-3.2 Bylaws of Donnebrooke Corp. 15 67K
4: EX-5 Legal Opinion 1 8K
5: EX-23 Consent of Accountants 1 7K
S-8 — Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents
As filed with the Securities and Exchange Commission on February 25, 1999
File No. 333-25900
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement Under the Securities Act of 1933
DONNEBROOKE CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
State of Delaware 75-2228820
(State or Other Jurisdiction of (IRS Employer ID No.)
Incorporation or Organization)
16910 Dallas Parkway, Suite 100, Dallas, Texas 75248
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(Address of Principal Executive Offices)
AGREEMENTS FOR SERVICES
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(Full Title of the Plan)
Kevin B. Halter, Jr., 16910 Dallas Parkway, Suite100, Dallas, Texas 75248
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(Name and Address of Agent For Service)
(972) 248-1922
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(Telephone Number, Including Area Code, of Agent For Service)
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 line: _____
[Enlarge/Download Table]
CALCULATION OF REGISTRATION FEE
================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to Offering Price Per Aggregate Offering
be Registered Amount to be Share (1) Price Amount of
Registered Registration Fee
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Common Stock 3,602,300 shares $0.01 $36,023.00 $0.04
par value $.00001
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(1) Estimated pursuant to Rule 457(c) of the Securities Act of 1933 solely for
the purpose of calculating the registration fee.
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PART I THE PLANS AND THE ISSUANCE OF SHARES TO PAY FOR SERVICES PREVIOUSLY
RENDERED
Item 1. Plan Information
For many years Donnebrooke Corporation (the "Company") has used the services of
Securities Transfer Corporation, Dallas, Texas (herein "STC") as its stock
transfer agent and registrar with regard to its Common Stock. Because the
Company has not conducted any business and has not had any income for many
years, it has not been able to pay for the services rendered over the years by
STC. As of the date of filing this Registration Statement, the Company is
indebted to STC in the total amount of $22,893.00. The Company has obligated
itself to pay that indebtedness by the issuance of shares of its Common Stock
(which currently has no market value since there is currently no active market
for its shares of Common Stock) and STC has agreed to accept 2,289,300 shares of
the Company's Common Stock in satisfaction of this indebtedness for services
previously rendered.
During 1998 Donnebrooke Corporation (the "Company") used the various consulting
services of Halter Capital Corporation, Dallas, Texas (herein "HCC") in assist
it with its efforts to revive the Corporation's legal status and charter under
Delaware law, to cause its various reporting obligations to the SEC to be made
current, to seek merger or acquisitions partners, and to find methods by which
its shareholders might some day in the future see the value of their investment
in the Company be enhanced. Because the Company has not conducted any business
and has not had any income for many years, it has not been able to pay for the
services rendered by HCC. As of the date of filing this Registration Statement,
the Company is indebted to HCC in the total amount of $13,130.00. The Company
has obligated itself to pay that indebtedness by the issuance of shares of its
Common Stock (which currently has no market value since there is currently no
active market for its shares of Common Stock) and HCC has agreed to accept
1,313,000 shares of the Company's Common Stock in satisfaction of this
indebtedness for services previously rendered.
2
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference into this Registration
Statement:
1. The Company's Annual Report on Form 10-KSB for the year ended December 31,
1998 filed by the Company under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), with the Commission.
2. All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by said Annual Report.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, subsequent to the date hereof and prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which de-registers all securities covered hereby then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents. Any statement
contained in the documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus which is a part
hereof (the "Prospectus") to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modified or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or supersede, to constitute a part of this Registration
Statement and the Prospectus.
The description of the Company's common stock which is contained in the
Company's registration statement filed under Section 12 of the Securities
Exchange Act of 1934, including any amendments or reports filed for the purpose
of updating such description.
Item 4. Description of Securities.
The Company's Common Stock is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The General Corporation Law of Delaware permits provisions in the articles,
bylaws or resolutions approved by shareholders which limit liability of
directors for breach of fiduciary duty to certain specified circumstances. The
Company's bylaws provide for the indemnification of officers, directors, agents
and employees of the Company to the fullest extent permitted by the Delaware
General Corporation Law. Pursuant to Section 145 of the Delaware General
Corporation Law, the Company generally has the power to indemnify its present
and former directors, officers, employees and agents against expenses incurred
by them in connection with any suit to which they are, or are threatened to be
made, a party by reason of their serving in such positions so long as they acted
in good faith and in a manner they reasonably believed to be in, or not opposed
to, the best interests of the Company, and with respect to any criminal action,
they had no reasonable cause to believe their conduct was unlawful. The Company
has the power to purchase and maintain insurance for such persons. The Delaware
General Corporation Law also expressly provides that the power to indemnify
authorized thereby is not exclusive of any rights granted under any certificate
of incorporation, bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.
3
The above discussion of the Company's bylaws and of Section 145 of the Delaware
Code is not intended to be exhaustive and is qualified in its entirety by such
bylaws and the Delaware General Corporation Law.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions or otherwise, the Company 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
3.1 Amended and Restated Certificate of Incorporation of Donnebrooke
Corporation
3.2 Bylaws of Donnebrooke Corporation
5.1 Opinion of Richard Braucher, Esq. regarding legality (including
consent)
23.1 Consent of S. W. Hatfield, Certified Public Accountant
Item 9. Undertakings.
(A) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(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;
(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;
Provided, however, that paragraphs (1) (i) and (1) (ii), above, are
inapplicable if the information required to be included thereunder is contained
in periodic reports filed by the Company pursuant to the Exchange Act with the
Commission that are incorporated by reference into the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
4
(B) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities 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 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
Company 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 Securities Act and will be governed by the final adjudication
of such issue.
(C) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act ) 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.
(D) The Company 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 Exchange Act; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are 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
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that is has reasonable grounds to believe that it meets all 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 the 24th day of February, 1999, in the City of Dallas, State of
Texas.
DONNEBROOKE CORPORATION
BY: /s/ Kevin B. Halter, Jr.
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Kevin B. Halter, Jr. President
(Chief Executive Officer)
Pursuant to the requirements on the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ Kevin B. Halter, Jr. President, Secretary February 24, 1999
-------------------- and Director
Kevin B. Halter, Jr.
/s/ Kevin B. Halter Director February 24, 1999
--------------------
Kevin B. Halter
5
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘S-8’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on / Effective on: | | 2/26/99 |
| | 2/25/99 | | 1 |
| | 2/24/99 | | 5 |
| | 12/31/98 | | 3 | | | | | 10-K |
| List all Filings |
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