UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CYCLE COUNTRY ACCESSORIES CORP.
(Exact name of Registrant as specified in its charter)
NEVADA 42-1523809
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2188 Highway 86
Milford, Iowa 51351
(Address of principal executive offices) (Zip Code)
Compensation and Consulting Agreements
(Full title of the plans)
Ronald Hickman
2188 Highway 86
Milford, Iowa 51351
(Name and address of agent for service)
(712) 338-2701
(Telephone number, including area code, of agent for service)
COPY TO:
L. Van Stillman, Esq.
Law Office of L. Van Stillman, P.A.
1177 George Bush Blvd., Suite 308
Delray Beach, Florida 33483
Approximate Date of Commencement of Proposed Sales under the Plan:
As soon as practicable after this Registration Statement becomes effective.
Total Number of Pages: 7
Exhibit Index begins on sequentially numbered page: 7
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price per Share Offering Price Fee
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$.0001 par 65,000 $2.985(1) $194,025.00 $17.85
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(1) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
the proposed maximum aggregate offering price (estimated solely for purposes
of calculating the registration fee based upon the the average of the closing
bid and asked price of the Registrant's Common Stock as of June 24, 2002):
65,000 shares with a value of $2.985.
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PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
Cycle Country Accessories Corp. has previously entered into
agreements with third party consultants and employees for the issuance
of our common stock in exchange for services these individuals
provided. In consideration for increasing the scope of the continuing
services rendered and in order to compensate our consultants and
employees, we prepared this Form S-8 registration statement to provide
for the issuance of shares, as described below.
We have agreed to issue Sixty Five Thousand (65,000) Shares for
continued corporate consulting services and for services from
employees to us.
Item 2. Registrant Information and Employee Plan Annual
Information.
We shall provide consultants and employees, without charge upon
their written or oral request the documents incorporated by reference
herein in Item 3 of Part II of this Registration Statement. We shall
also provide the consultants and employees, without charge, upon their
written or oral request, with all other documents required to be
delivered to them pursuant to Rule 428(b) under the Act. Any and all
such requests shall be directed to us at our place of business as
reflected in this Registration Statement.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commissions are incorporated herein by reference:
(a) Annual Report on Form 10-KSB for the year ended September
30, 2001 filed December 31, 2001.
(b) Quarterly Reports on Form 10-QSB for the quarters ended
December 31, 2001 and March 31, 2002 filed February 14,
2002 and May 16, 2002, respectively.
(c) Form SB-2 and all subsequent filed amendments, filed
August 29, 2001.
(d) Form 8-K filed February 22, 2002.
(e) All documents subsequently filed by us pursuant to the
Exchange Act prior to the filing of a post-effective
amendment indicating that all such securities then
unsold, shall be deemed to be incorporated by reference
into this Registration Statement and to be part hereof
from the date of filing such documents.
Item 4. Description of Securities.
We are registering 65,000 shares of our common stock, par value
of $.0001 per share. Each holder of our common stock is entitled to
one vote per share of common stock standing in such holder's name on
our records on each matter submitted to a vote of our stockholders,
except as otherwise required by law. Holders of our common stock do
not have cumulative voting rights so that the holders of more than 50%
of the combined shares of our common stock voting for the election of
directors may elect all of the directors if they choose to do so and,
in that event, the holders of the remaining shares of our common stock
will not be able to elect any members to our board of directors.
Holders of our common stock are entitled to equal dividends and
distributions, per share, when, as and if declared by our board of
directors from funds legally available. Holders of our common stock do
not have pre-emptive rights to subscribe for any of our securities nor
are any shares of our common stock redeemable or convertible into any
of our other securities. If we liquidate, dissolve or wind up our
business or affairs, our assets will be divided up pro-rata on a
share-for-share basis among the holders of our common stock after
creditors and preferred shareholders, if any, are paid.
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Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Our Articles of Incorporation as well as our By-Laws provide for
the indemnification of directors, officers, employees and agents of
the corporation to the fullest extent provided by the Corporate Law of
the State of Nevada, as well as is described in the Articles of
Incorporation and the By-Laws. These sections generally provide that
the Company may indemnify any person who was or is a party to any
threatened, pending or completed action, suit or proceeding whether
civil, criminal, administrative or investigative except for an action
by or in right of corporation by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation.
Generally, no indemnification may be made where the person has been
determined to be negligent or guilty of misconduct in the performance
of his or her duties to the Company.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
Pursuant to Item 601 of Rule S-K, the following Exhibits are
annexed:
Exhibit I. See Exhibits in Exhibit Index following the Signature
Page.
4
Item 9. Undertakings:
We hereby undertake:
(a) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
(b) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement.
(c) That for the purpose of determining any liability under the Securities
Act of 1933, as amended, 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.
(d) We hereby undertake that, for the purposes of
determining any liability under the Securities Act of 1933, as
amended, each filing of our 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 this 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.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers,
and controlling persons of Cycle Country Accessories Corp. pursuant to the
foregoing provisions, or otherwise, the we have 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 payment by us of
expenses paid or incurred by a director, officer or controlling person
of us 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, we 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.
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SIGNATURE PAGE
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Pursuant to the requirements of the Securities Act of 1933, as
amended, we certify that we have reasonable grounds to believe that we
meet all of the requirements for filing on Form S-8 and have duly
caused this Registration Statement to be signed on our behalf by the
undersigned, thereunto duly authorized, in the City of Milford, the
State of Iowa, on the 25th day of June, 2002.
CYCLE COUNTRY ACCESSORIES CORP.
/s/ Ron Hickman
----------------------------
By: Ron Hickman
Title: President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
Dated: Milford, Iowa
June 25, 2002
CYCLE COUNTRY ACCESSORIES CORP.
By: /s/ Ron Hickman Principal Executive Officer, President
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Ron Hickman and Director
By: /s/ Dave Davis Treasurer, Principal Financial Officer and
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Dave Davis Principal Accounting Officer
By: /s/ L.G. Hancher Jr. Director
-------------------------
L.G. Hancher Jr.
By: /s/ Jim Danbom Director
----------------------
Jim Danbom
By: /s/ F. L. Miller Director
----------------------
F. L. Miller
By: /s/ Rod Simonson Director
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Rod Simonson
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EXHIBIT INDEX
EXHIBIT NUMBER ITEM
5.1 Opinion regarding legality by Law Office of
L. Van Stillman, PA (included herewith)
23.1 Consents of Tedder, James, Worden &
Associates, P.A. (included herewith)
23.2 Consent of Law Office of L. Van Stillman, PA
(included in Exhibit 5.1)
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