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 4 22K
Employees Pursuant to an Employee
Benefit Plan
2: EX-5 Consent of Gregory M. Wilson 2 11K
3: EX-23.1 Consent of Sutton, Robinson, Freeman & Co., P.C. 1 6K
S-8 — Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
MORTGAGE ASSISTANCE CENTER CORPORATION
--------------------------------------------------------------------------------
(Exact Name of Registrant as specified in charter)
Florida 000-21627 06-1413994
------------------------ ----------------- -----------------------
(State of Incorporation) (SEC File Number) (IRS Employer I.D. No.)
2614 Main St., Dallas, TX 75226
(Address of principal executive offices)
LEGAL SERVICES AGREEMENTS
(Full Title of the Plan)
Dale Hensel
2614 Main St.
Dallas, TX 75226
(Name and Address of agent for Service
(214) 670-0005
(Telephone number, including area code for agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of (1) maximum maximum
securities Securities offering aggregate Amount of
to be to be price per offering Registration
registered registered share (2) price (2) Fee (3)
---------- ---------- --------- --------- ------------
Common 400,000 $3.00 $1,200,000 $152.04
$.001 par shares
value
================================================================================
(1) Includes an indeterminate number of additional shares which may be issued
pursuant to the above plan as a result of any future stock split, stock
dividend, or similar adjustment.
(2) Estimated pursuant to Rule 457(c) solely for purposes of calculating the
amount of the registration fee, based upon the average of the bid and asked
prices reported on July 6, 2005 by the NASD OTC Bulletin Board.
EXPLANATORY NOTE
In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
in Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plan.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which are on file with the Securities and
Exchange Commission (the "Commission"), are incorporated in this registration
statement by reference:
(a) All reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act, including but not limited to the Company's
Annual Report on Form 10-KSB for the year ending December 31,
2004, 10-QSB for the periods ending March 31, 2005.
In addition, all documents subsequently filed pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to the registration statement which
indicates that all of the shares of common stock offered have been sold or which
de-registers all of the shares then remaining unsold, will be deemed to be
incorporated by reference in the registration statement and to be a part hereof
from the date of filing of the documents. Any statement contained in a document
incorporated or superceded for purposes of this registration statement, to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supercedes such statement. Any such statement so modified or
superceded will not be deemed, except as so modified or superceded, to
constitute a part of this registration statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable, the class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with this registration statement
will be passed upon for Mortgage Assistance Center Corporation by Wilson Law
Offices. This plan registers shares, a portion of which will, in the future, be
issued for legal services rendered to the company.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Article IX of our corporate By-Laws state: "The corporation shall
indemnify any person: (1) Who was or is a party, or is threatened to be made a
party, to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (other than an action
by, or in the right of, the corporation) by reason of the fact that he is or was
a director, officer, employee, or agent of the corporation or is or was serving
at the request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise
against such costs and expenses, and to the extent and in the manner provided
under Florida Law. (2) Who was or is a party, or is threatened to be made a
party, to any threatened, pending, or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee, or agent of the
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against such costs and
expenses, and to the extent and in the manner provided under Florida Law. The
extent, amount, and eligibility for the indemnification provided herein will be
made by the Board of Directors. Said determination will be made by a majority
vote to a quorum consisting of directors who were not parties to such action,
suit, or proceeding or by the shareholders by a majority vote of a quorum
consisting of shareholders who were not parties to such action, suit or
proceeding. The corporation will have the power to make further indemnification
as provided under Florida Law except to indemnify any person against gross
negligence or willful misconduct. The corporation is further authorized to
purchase and maintain insurance for indemnification of any person as provided
herein and to the extent provided under Florida Law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions, the Company
believes 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.
The following documents are incorporated by reference from the
Company's Periodic Report filings, SEC File # 000-21627, as filed with the
Securities & Exchange Commission.
Exhibit Number Description
(5.0) Opinion of Counsel and consent regarding the legality of the
securities registered under this Registration Statement
(23.0) Consent of Independent Certifying Public Accountant
-------------------
* Previously filed.
Item 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and 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) 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.
(4) 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.
(5) Insofar as indemnification for liabilities 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.
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
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 Dallas, Texas.
Dated: June 23, 2005
Mortgage Assistance Center Corporation
a Florida corporation
/s/ Dale Hensel
--------------------------------------
Dale Hensel
President, CEO
Director
Pursuant to the requirements of the Securities Act of 1933, this report has been
signed below by the following persons on behalf of the Company and in the
capacities and on the dates indicated.
Date: June 23, 2005 /s/ Dale Hensel
--------------------------------------
Dale Hensel, Director
Dates Referenced Herein and Documents Incorporated by Reference
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