Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4/A Pre-Effective Amendment to Registration of 346 1.66M
Securities Issued in a
Business-Combination Transaction
2: EX-5.1 Opinion re: Legality 2± 10K
3: EX-8.1 Opinion re: Tax Matters 2 14K
4: EX-10.10 Material Contract 3 22K
5: EX-10.11 Material Contract 3 22K
6: EX-10.13 Material Contract 9 48K
7: EX-11 Statement re: Computation of Earnings Per Share 1 8K
8: EX-23.1 Consent of Experts or Counsel 2 8K
9: EX-23.2 Consent of Experts or Counsel 1 7K
10: EX-23.3 Consent of Experts or Counsel 1 7K
11: EX-23.4 Consent of Experts or Counsel 1 7K
12: EX-27 Surge Components Inc. Financial Data Schedule 1 9K
13: EX-27.1 Surge Components Inc. Financial Data Schedule 1 10K
EX-8.1 — Opinion re: Tax Matters
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EXHIBIT 8.1
SNOW BECKER KRAUSS P.C.
605 Third Avenue, 25th Floor
New York, New York 10158
May 1, 2000
Surge Components, Inc.
1816 Grand Boulevard
Deer Park, NY 11729
Ladies and Gentlemen:
We have acted as tax counsel, to Surge Components, Inc. ("Surge") in
connection with certain transactions contemplated in the Recapitalization
Proposal to be submitted to the Special Meeting of Shareholders of Surge as
described in the proxy statement and prospectus of Surge included in the
registration statement on Form S-4 (the "Registration Statement"), as amended to
the date hereof (Registration No. 333-32790), as initially filed with the
Securities and Exchange Commission on March 17, 2000.
You have requested our opinion regarding the material federal income
tax consequences of the Recapitalization proposal by which Surge, upon receipt
of shareholder approval will (1) transfer all of its assets, subject to its
liabilities, to a wholly-owned Delaware subsidiary formed solely for this
purpose, and (2) then merge into Superus Holdings, Inc. ("Superus"), a Delaware
corporation, which will become the public parent holding company.
Superus will have two classes of common stock, one of which will be
designated Class A Common Stock and the other which will be designated Class B
Common Stock. The Class A Common Stock is intended to reflect separately the
performance of the existing electronic components business (which will then be a
wholly-owned subsidiary of Superus) that will be called Surge Components. The
Class B Common Stock will reflect separately the operating results of the
Internet related businesses which will include, subject to the approval of the
acquisition transactions at such Special Meeting, the present businesses of
Global Data Tel, Inc. ("Global") and MailEncrypt.com, Inc. ("MailEncrypt").
In formulating our opinion, we have examined such documents as we have
deemed appropriate, including the Registration Statement, as amended to the date
hereof under the Securities Act of 1933, as amended, and (ii) the proxy
statement and prospectus (the "Prospectus") contained in the Registration
Statement. All terms not otherwise defined herein shall have the same meaning
ascribed thereto in the Prospectus.
In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of documents submitted to us as certified or photostatic
copies, the authenticity of the originals of such latter documents, and that the
final form of any documents currently in draft form will be substantially the
same as the drafts we reviewed. We have also obtained such additional
information and have made such inquiries of such officers and representatives as
we have deemed relevant and necessary as a basis for the opinion hereinafter set
forth.
Our opinion set forth below further assumes (1) that the statements and
facts concerning Surge set forth in the Registration Statement are accurate, (2)
that the proposed adoption of the amended and restated Certificate of
Incorporation of Superus will be consummated in the manner contemplated by, and
in accordance with the terms set forth in, the Prospectus (3) that the corporate
transactions contemplated including both the Recapitalization Proposal and the
acquisition transactions will be consummated in the manner contemplated, and in
accordance with the terms set forth in the prospectus, and (4) that the
characteristics, terms and conditions of the Superus Class A Common Stock and
the Superus Class B Common Stock will be the same in all material respects as
those set forth in the Amended and Restated Certificate of Incorporation of
Superus attached as Annex B to the Registration Statement.
Based on the foregoing, it is our opinion that (i) for federal income
tax purposes, neither the issuance nor receipt
of the Superus Class A Common Stock or the Superus Class B Common Stock pursuant
to the adoption of the amended and restated certificate of incorporation of
Superus should be taxable events to Surge or its stockholders, except with
respect to cash received in lieu of any fractional share and (ii) the statements
contained in the Prospectus under the captions "Material Federal Income Tax
Consequences," insofar as such statements constitute matters of law or legal
conclusions and except to the extent qualified therein, are accurate in all
material respects.
The foregoing opinion is based on current provisions of the Internal
Revenue Code of 1986, as amended, the Treasury Regulations promulgated
thereunder (including proposed Treasury Regulations), published pronouncements
of the Internal Revenue Service and case law, any of which may be changed at
anytime, possibly with retroactive effect. We express no opinion as to any
matters not specifically covered by the foregoing opinion and caution that any
change in applicable law or facts and circumstances surrounding the
recapitalization proposal or any inaccuracy in the documents, statements or
facts on which we have relied may affect the validity of this opinion.
We consent to the references to our firm under the captions "Material
Federal Income Tax Consequences" in the Prospectus. This opinion may not be used
for any other purpose and may not otherwise be relied upon by, or disclosed to,
any other person, referred to or quoted.
Very truly yours,
Snow Becker Krauss P.C.
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘S-4/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 5/8/00 |
| | 5/1/00 | | 1 |
| | 3/17/00 | | 1 | | | | | S-4 |
| List all Filings |
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