UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
VICTORY
CAPITAL HOLDINGS CORPORATION
(Exact
name of registrant as specified in its charter)
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NEVADA
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87-0564472
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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27692
Antonio Parkway, Suite L1-497
Ladera
Ranch, California 92694
(Address
of principal executive offices)
2006
Employee Stock Option Plan
(Full
title of the plan)
State
Agent &Transfer Syndicate, Inc.
202
N.
Curry Street, Suite 100, Carson City, NV 89703-4121
(Name
and
address of agent for service)
1-800-253-1013
(Telephone
number of agent for service)
Approximate
Date of Commencement of Proposed Sale: As soon as practicable after the
Registration Statement becomes effective.
CALCULATION
OF REGISTRATION FEE
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Title
of securities
to
be registered
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Amount
to be registered
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Proposed
maximum offering price
per
share
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Proposed
maximum aggregate offering price
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Amount
of registration fee (1)
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Common
Stock
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15,000,000
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$.11
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$1,650,000
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$176.55
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1) Computed
pursuant to Rule 457(c) of the Securities Act of 1933, as amended, solely
for
the purpose of calculating the registration fee and not as a representation
as
to any actual proposed price. The offering price per share, maximum aggregate
offering price and registration fee is based upon the average of the high
and
the low price in the market for the common stock on January 24, 2006.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information
The
name
of the registrant is Victory Capital Holdings Corporation (the “Registrant”).
The title of the plan is the 2006 Employee Stock Option Plan (the “Plan”). Under
the Plan, the Plan administrators may grant options to any person employed
by
the Registrant either as an employee, officer, director or independent
consultant, provided that no person can be granted options under the plan
for
services related to capital raising or promotional activities. Subject to
the
limitations contained in the Internal Revenue Code for qualified stock options,
the Plan administrators can set the option exercise price for each option.
With
the exception of independent consultants, the options are designed to qualify
as
incentive stock option plans pursuant to the Internal Revenue Code.
Description
of Registrant’s Securities
The
Company is authorized to issue 100,000,000 shares of Common Stock, $0.001
par
value. The Company’s stock is currently traded on the Over-the-Counter Bulletin
Board under symbol VTYC. The presently outstanding shares of Common Stock
are
fully paid and nonassessable.
Common
Stock
As
of January 24, 2006, 44,976,925 million shares of Common Stock were outstanding.
Voting
Rights.
Each
holder of the Common Stock shall be entitled to one vote for each share of
stock
standing in his name on the books of the Corporation.
Dividend
Rights.
Dividends may be declared, subject to the provisions of the laws of the State
of
Nevada and the Articles of Incorporation, by the Board of Directors at any
regular or special meeting and may be paid in cash, property, shares of
corporate stock, or any other medium. The Board of Directors may fix in advance
a record date, as provided in the By-laws, prior to the dividend payment
for the
purposes of determining shareholders entitled to receive payment of any
dividend. The Board of Directors may close the stock transfer books for such
purpose for a period of not more than ten (10) days prior to the payment
date of
such dividend.
Preemptive
Rights.
Except
as may otherwise be provided by the Board of Directors, no holder of any
shares
of the stock of the Corporation, shall have any preemptive right to purchase,
subscribe for, or otherwise acquire any shares of stock of the Corporation
of
any class now or hereafter authorized, or any securities exchangeable for
or
convertible into such shares, or any warrants or other instruments evidencing
rights or options to subscribe for, purchase or otherwise acquire such shares.
Dissenters’
Rights:
Under current Nevada law, a shareholder is afforded dissenters’ rights which, if
properly exercised, may require the Company to purchase his shares dissenters’
rights commonly arise in extraordinary transactions such as mergers,
consolidations, reorganizations, substantial asset sales, liquidating
distributions, and certain amendments to the Company’s certificate of
incorporation.
Preferred
Stock
There are currently no shares of Preferred stock issued.
Issuance
of Shares
At
the
direction of the Registrant’s Board of Directors, the employees and consultants
of the Registrant are eligible to participate in Registrant’s 2006 Employee
Stock Option Plan (the “Plan”). The employees and all consultants may
participate in the Plan by electing to receive Registrant’s common stock for
accrued and unpaid salary at any time after January 1, 2006 on the basis
of one
share at not less than ninety percent (90%) of the lowest closing bid price
in
the week prior to their accrued salary being due.
Under
the
2005 Management Plan and the 2005 Employee Plan, the option grantees may
exercise their stock options by delivering a check for the amount of the
purchase price for all or a portion of the shares to be purchased and a written
statement to the Registrant.
Resale
Restrictions
There
are
no restrictions on resale upon the purchasers of the Stock from the employees
or
the consultants.
Item
2.
Registrant Information and Employee Plan Annual
Information
The
Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31,
2004 and all reports filed with the Securities and Exchange Commission pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 subsequent
to
December 31, 2004 are incorporated by reference into this Prospectus. Copies
of
these documents are available to any eligible employee and consultant, without
charge, upon written or oral request made to the Registrant address stated
above.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents are incorporated by reference into this Registration
Statement and made a part hereof:
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(a)
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The
Company’s 10-KSB for the fiscal year ended December 31, 2004 and all
amendments thereto filed under Section 13(a) or 15(d) of the
Exchange
Act.
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(b) |
The Registrant’s Form 10-QSB for the period ended
September 30, 2005. |
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(c)
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All
other reports which may be filed by the Registrant pursuant to
Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal
year
covered by the registrant document referred to in (a) immediately
above.
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(d)
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Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or
superseded for purposed 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 supersedes such statement. Any 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.
The
class
of securities to be offered hereby has been registered under Section 12(b)
of
the Exchange Act by the registrant, and incorporated by reference.
Item
5. Interests of Named Experts and Counsel.
The
validity of the securities offered will be passed upon for the Registrant
by
Melissa K. Rice of the law firm of Melissa K. Rice, P.A. HJ Associates &
Consultants, LLP consents to the incorporation by reference of their report
on
the audited financial statements contained in the Form 10-KSB filed for the
year
ended December 31, 2004.
Item
6. Indemnification of Directors and Officers.
We
shall
indemnify to the fullest extent permitted by, and in the manner permissible
under the laws of the State of Nevada, any person made, or threatened to
be
made, a party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he is or was
a
director or officer, or served any other enterprise as director, officer
or
employee at our request. The Board of Directors, in its discretion, shall
have
the power on behalf of the Registrant to indemnify any person, other than
a
director or officer, made a party to any action, suit or proceeding by reason
of
the fact that he/she is or was an employee.
To
the
extent permitted under Nevada statutes, the Registrant may limit, through
indemnification, the personal liability of their directors or officers in
actions, claims or proceedings brought against such person by reason of that
person’s current or former status as an officer or director of the corporation.
We may indemnify our directors or officers if the person acted in good faith
and
in a manner the person reasonably believed was, at least, not opposed to
the
best interests of the corporation. In the event of a criminal action or
proceeding, indemnification is not available if the person had reasonable
cause
to believe their action was unlawful.
Further,
in an action brought by us or in our right, if the person, after exhaustion
of
all appeals, is found to be liable to us, or if the person makes payment
to us
in settlement of the action, indemnification is available only to the extent
a
court of competent jurisdiction determines the person is fairly and reasonably
entitled to indemnification. Such discretionary indemnification is available
only as authorized on a case-by-case basis by: (1) the stockholders; (2)
a
majority of a quorum of the Board of Directors consisting of members of the
Board who were not parties to the action, suit or proceeding; (3) if a majority
of a quorum of the Board of Directors consisting of members of the board
who
were not parties to the action, suit or proceeding so orders, by independent
legal counsel in a written opinion; or (4) if a quorum of the Board of Directors
consisting of members of the Board who were not parties to the action cannot
be
obtained, by independent legal counsel in a written opinion.
To
the
extent that our director or officer is successful in defending against an
action, suit or proceeding brought against that person as a result of their
current or former status as an officer or director, we may indemnify the
person
against all expenses actually and reasonably incurred by the person in
connection with their defense. Nevada law also allows corporations to advance
expenses of officers and directors incurred in defending a civil or criminal
action as they are incurred, upon receipt of an undertaking by or on behalf
of
the director or officer to repay such expenses if it is ultimately determined
by
a court of competent jurisdiction that such officer or director is not entitled
to be indemnified by the corporation because such officer or director did
not
act in good faith and in a manner reasonably believed to be in or not opposed
to
the best interests of the corporation.
Our
By-laws provide for the indemnification of its directors and officers to
the
maximum extent provided by law. It is the position of the SEC and certain
state
securities administrators that any attempt to limit the liability of persons
controlling an issuer under the federal securities laws or state securities
laws
is contrary to public policy and therefore unenforceable.
Item
7. Exemption from Registration Claimed.
Not
Applicable.
Item
8. Exhibits.
The
following is a list of exhibits filed as part of this Registration Statement
and
incorporated herein:
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Exhibit
Number
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Description
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5.1
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10.1
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23.1
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23.2
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Item
9. Undertakings.
The
undersigned Registrant hereby undertakes:
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(1)
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To
file, during any period in which it offers or sells securities,
a post
effective amendment to this Registration Statement
to:
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(i) Include
any prospectus required by section 10(a)(3) of the Securities Act;
(ii) Reflect
in the prospectus any facts or events which, individually or together, represent
a fundamental change in the information in the registration statement; and
notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed
that
which was registered) and any deviation from the low or high 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 the
volume and price represent no more than twenty percent (20%) change in the
maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement.
(iii) Include
any additional or changed material information on the plan of
distribution.
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(2)
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For
determining liability under the Securities Act, treat each post
effective
amendment as a new registration statement of the securities offered,
and
the offering of the securities at that time to be the initial bona
fide
offering.
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(3)
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For
determining any liability under the Securities Act, treat the information
omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of
prospectus
filed by the small business issuer under Rule 424(b)(1), or (4)
or 497(h)
under the Securities Act as part of this registration statement
as of the
time Commission declared it
effective.
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(4)
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For
determining any liability under the Securities Act, treat each
post
effective amendment as a new registration statement for the securities
offered, and the offering of the securities at that time to be
the initial
bona fide offering.
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Insofar
as indemnification for liabilities arising under the Securities Act of 1933,
as
amended (the “Act”), 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 in 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
Securities 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 of 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 the City
of
Ladera Ranch, State of California on February 6, 2006.
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Victory
Capital Holdings Corporation |
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| Date:
February 6, 2006 |
By: |
/s/
Jon
Fullenkamp |
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Title:
Principal Executive Officer |
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the date
indicated:
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Victory
Capital Holdings Corporation |
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| Date:
February 6, 2006 |
By: |
/s/
Jon
Fullenkamp |
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Title:
Principal Executive Officer,
Principal
Financial Officer,
Director
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