Registration No. ________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
WCM CAPITAL, INC.
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(Exact name of registrant as specified in charter)
Delaware 13-2878202
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(State or other jurisdiction of incorporation) (IRS Employer I.D. Number)
76 Beaver Street, Ste. 500, New York, New York 10005
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(Address of principle executive offices) (Zip Code)
SERVICES AGREEMENTS
(Full Title of Plan(s))
Robert Waligunda
President
WCM Capital, Inc.
76 Beaver Street, Suite 500
New York, New York 10005
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(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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Maximum Proposed Proposed
Title of Amount to be Maximum Maximum Amount of
Securities Registered Offering Aggregate Registration
To be (1): Price Per Offering Fee:
Registered: Share (2): Price
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Common Stock,
Par Value, 3,822,553 $0.85 $3,746,101 $812.00
$.01 per share
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(1) There are registered hereby 3,822,553 shares of Common Stock of WCM Capital,
Inc. (the "Company" or the "Registrant") which were issued pursuant to Services
Agreements between the Company and each of Ann Marie Curd, Joseph Laura, Gino
D'Albis, Janet Pennisi, Robert Levin, Richard Brannon, William Martucci and Paul
Goodman.
(2) Estimated solely for purpose of determining the registration fee pursuant to
Rule 457(c) under the Securities Act. The proposed maximum offering price per
share is based upon the average of the high and low prices of the common stock
on September 19, 2001, as reported by Nasdaq.
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information concerning the agreements between the
Company and each of Ann Marie Curd, Joseph Laura, Gino D'Albis, Janet Pennisi,
Robert Levin, Richard Brannon, William Martucci and Paul Goodman to be contained
in the Section 10(a) Prospectus is omitted from the registration statement in
accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents, which are filed or are in the process of being filed
with the Securities Exchange Commission, are hereby incorporated by reference in
this Registration Statement.
(a) The Company's Quarterly Report on Form 10-QSB for the periods ending March
31, 2001 and June 30, 2001 to be amended by the Company;
(b) The Company's Annual Report on Form 10-KSB for the year ended December 31,
2000, to be amended by the Company;
(c) All other Quarterly and Annual Reports filed by the Company pursuant to
sections 13(a) or 15(d) of the Securities Exchange Act of 1934 prior to
the end of the fiscal year covered by the Annual Report referred to in (b)
above, to be amended by the Company; and
(d) The description of the Registrant's Common Stock contained in the
Registrant's Amended and Restated Certificate of Incorporation filed with
the Delaware Secretary of State on December 4, 1995 (Incorporated by
reference in the Registrant's Annual Report on Form 10-KSB for year ended
December 31, 1995)
(e) All other documents subsequently filed by the Company 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 this Registration Statement
which indicates that all of the shares of common-stock offered have been
sold or which deregisters all of such shares then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that
a statement contained herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock to be issued pursuant to this
Registration Statement will be passed upon by Ellenoff, Grossman, Schole &
Cyruli, LLP., Ellenoff, Grossman, Schole & Cyruli, LLP, is legal counsel for the
Registrant and Paul Goodman, a member of the firm, is the owner of 150,000
shares to be registered hereunder.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the General Corporation Law of the State of Delaware
provides for broad indemnification of officers and directors and allows the
Company to advance funds to such indemnified party to defend such action prior
to the adjudication thereof. The Certificate of Incorporation of the company
does not grant any indemnification rights other than those specifically set
forth in Section 145 of the General Corporation Law of the State of Delaware,
nor does the Company maintain any director and officer liability insurance at
this time.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The Shares were issued for consulting and legal services rendered. The
sale of the Shares were made in reliance on the exemption from registration
requirements of the Securities Act of 1933, as amended, contained in Section
4(2) thereof, covering transactions not involving public offerings or not
involving any "offer" or "sale".
ITEM 8. EXHIBITS.
The exhibit index is contained on page 7 of this Registration Statement.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Act, as amended;
(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
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or in the aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of the
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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 (a)(l)(i) and (a)(l)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
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.
(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, 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 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) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions discussed in Item 6 of this Registration Statement,
or otherwise, the Registrant has been advised that in the opinion of the
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
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expressed in the Act and will be governed by the final adjudication of
such issue.
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, the State of
New York, on this 20th day of September, 2001.
WCM CAPITAL, INC.
By: /s/ Robert Waligunda
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Robert Waligunda, President,
and Treasurer
Each person whose signature appears below on this Registration Statement hereby
constitutes and appoints Robert Waligunda, President, with full power to act as
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him in his name, place and stead, and in any and all
capacities (until revoked in writing) to sign any and all capacities (including
post-effective amendments and amendments thereto) this Registration Statement on
Form S-8 of WCM Capital, Inc. and to file same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully for all intents and purposes, as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact or his substitute may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of 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
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/s/ Robert Waligunda President and Treasurer September 20, 2001
-------------------- And Director
Robert Waligunda
/s/ Richard Brannon Vice President and September 20, 2001
------------------- Secretary
Richard Brannon
/s/ George E. Otten Vice President September 20, 2001
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George E. Otten
/s/ William C. Martucci Director September 20, 2001
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William C. Martucci
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/s/ William Wishinsky Director September 20, 2001
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William Wishinsky
/s/ Casey Myhre Director September 20, 2001
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Casey Myhre
/s/ Vincent DeMartino Director September 20, 2001
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Vincent DeMartino
INDEX TO EXHIBITS
NO. DESCRIPTION
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5.1 Opinion and Consent of Counsel
23. Consent of IWA Financial Consultants, LLC, Certified Public Accountants
24 Power of Attorney (set forth on signature page hereto)
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