As filed with the Securities and Exchange Commission on March 4, 2003,
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.
_______________________________
(Exact name of registrant as specified in charter)
Delaware 13-2878202
______________________________________________ ___________________
(State or other jurisdiction of incorporation) (IRS Employer
I.D. Number)
P.O. Box 343
Millburn, NJ 07041
_____________________________________________________
(Address of principle executive offices) (Zip Code)
SERVICES AGREEMENT
(Full Title of Plan(s))
Robert Waligunda
President
WCM Capital, Inc.
P.O. Box 343
Millburn, NJ 07041
(973)467-9330
______________________________________________________
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Maximum Amount to be Offering Aggregate Amount of
To be Registered: Registered (1): Price Per Share (2): Offering Price Registration Fee:
--------------------- ----------------------- --------------------------- ------------------- -------------------
Common Stock, Par
Value, $.01 per share 12,700,000 $0.01 $127,000.00 $10.28
--------------------- ----------------------- --------------------------- ------------------- -------------------
CALCULATION OF REGISTRATION FEE - NOTES THERETO
(1) There are registered hereby 12,700,000 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, Girolamo D'Albis, Janet Pennisi, Robert Levin, Richard Brannon, Paul
Goodman, William Petty and Thomas Wagner
(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 March 3, 2003, as reported by the National Quotation Bureau.
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, Girolamo D'Albis, Janet
Pennisi, Robert Levin, Richard Brannon, William Martucci, Paul Goodman, William
Petty and Thomas Wagner to be contained in the Section 10(a) Prospectus are
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, 2002 June 30, 2002 and September 30, 2002;
(b) The Company's Annual Report on Form 10-KSB for the year ended December 31,
2001;
(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.
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 Paul Goodman, Esq. who is legal
counsel for the Registrant and the owner of 200,000 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, nor does the Company maintain any director and officer
liability insurance at this time.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None
ITEM 8. EXHIBITS.
The exhibit index is contained on page 7 of this Registration Statement.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(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 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 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 27th day of February, 2003.
WCM CAPITAL, INC.
By: /s/ Robert Waligunda
_______________________________
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
--------- ----- ----
/s/ Robert Waligunda
--------------------
Robert Waligunda President and Treasurer February 27, 2003
and Director
/s/ Richard Brannon
-------------------
Richard Brannon Vice President and February 27, 2003
Secretary
/s/ William C. Martucci
-----------------------
William C. Martucci Director February 27, 2003
/s/ William Wishinsky
---------------------
William Wishinsky Director February 27, 2003
/s/ Casey Myhre
---------------
Casey Myhre Director February 27, 2003
/s/Vincent DeMartino
--------------------
Vincent DeMartino Director February 27, 2003
INDEX TO EXHIBITS
NO DESCRIPTION
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5. Opinions and Consent of Counsel
23. Consent of IWA Financial Consultants, LLC, Certified Public Accountants
24. Power of Attorney (set forth on signature page hereto)