<TYPE>S-8 POS June 14, 2000
<SEQUENCE>1
<FILENAME>s-8pos.txt
<DESCRIPTION>FORM S-8
<TEXT>
<PAGE>
As filed with the Securities and Exchange Commission on June 14, 2000
Registration No. 333-32128
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
POST EFFECTIVE AMENDMENT NUMBER ONE
TO THE
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CREATIVE HOST SERVICES, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-1069494
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(State or Incorporation) (I.R.S. Employer Identification No.)
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6335 Ferris Square
Suites G & H
San Diego, California 92126
(Address of principal executive offices and zip codes)
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CREATIVE HOST SERVICES, INC.
STOCK OPTION PLAN FOR
DIRECTORS, EMPLOYEES AND KEY CONSULTANTS
(Full title of the plan)
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Copy To:
Sayed Ali, President Mark J. Richardson, Esq.
Creative Host Services, Inc. Richardson & Associates
6335 Ferris Square 1299 Ocean Avenue
Suites G & H Suite 900
San Diego, California 92126 Santa Monica, California 90401
(858) 587-7300 (310) 393-9992
(Name, address and telephone
number of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Each Class Maximum Maximum Amount of
of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, no par value 60,000 shares $ 3.30(2) $ 198,000 $ 52.27
Common Stock, no par value 65,000 shares $3.875(2) $ 251,875 $ 66.50
Common Stock, no par value 15,000 shares $ 4.25(2) $ 63,750 $ 16.83
Common Stock, no par value 55,000 shares $ 0.93(2) $ 51,150 $ 13.50
Common Stock, no par value 10,000 shares $ 1.02(2) $ 10,200 $ 2.69
Common Stock, no par value 1,500 shares $ 1.28(2) $ 1,920 $ .51
Common Stock, no par value 1,000 shares $7.875(2) $ 7,875 $ 2.08
Common Stock, no par value 1,500 shares $ 6.00(2) $ 9,000 $ 2.38
Common Stock, no par value 71,000 shares $10.50(3) $ 745,500 $196.81
Total 280,000 shares - $1,339,270 $353.57*
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</TABLE>
* This fee has already been paid.
(1) Includes an undeterminable number of shares of Common Stock issuable as a
result of the anti-dilution provisions of the Creative Host Services, Inc.
Stock Option Plan.
(2) Represents the exercise price of these stock options.
(3) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the last sale price of the
Company's Common Stock on March 29, 2000 as reported on the NASDAQ
Small-Cap Market.
This Form S-8 consists of 38 pages, including exhibits. The index to
exhibits is set forth on page 4.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Creative Host Services, Inc. (the "Company" or "Registrant")
incorporates by reference in this Registration Statement the following
documents:
(a) The Registrant's Annual Report on Form 10-KSB-A for the fiscal
year ended December 31, 1999.
(b) The Registrant's quarterly report on Form 10-QSB for the
quarter ended March 31, 2000.
(c) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1997.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
of the filing hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities 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 the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
GENERAL. The authorized capital stock of the Company consists
of 20,000,000 shares of Common Stock, no par value, and 100,000 shares of
Preferred Stock, no par value. At June 7, 2000, the Company had 5,861,681
shares of Common Stock issued and outstanding and no shares of Preferred Stock
issued or outstanding.
COMMON STOCK. All outstanding shares of Common Stock are, and the
shares to be issued as contemplated herein will be, fully paid and
nonassessable. As a class, holders of the Common Stock are entitled to one
vote per share in all matters to be voted upon by the stockholders. Holders
of Common Stock are entitled to receive such dividends when and as declared
by the Board of Directors out of the surplus or net profits of the Company
legally available therefor, equally, on a share for share basis. The Company
does not anticipate paying dividends in the near future. In the event of a
liquidation, dissolution or winding-up of the Company, the holders of Common
Stock are entitled to share equally, on a share for share basis, in all
assets remaining after payment of liabilities, subject to the prior
distribution rights of any other classes or series of capital stock then
outstanding. The Common Stock has no preemptive rights and is neither
redeemable nor convertible, and there are no sinking fund provisions. As of
June 7, 2000, the Company's 5,861,681 shares of Common Stock outstanding were
held by 109 stockholders of record.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock covered
by this Prospectus will be passed upon for the Company by Richardson &
Associates, counsel to the Company, 1299 Ocean Avenue, Suite 900, Santa
Monica, California, 90401. In consideration for capital contributed to the
Company, Mark J. Richardson Esq. of Richardson & Associates owns shares of
the Company's Common Stock.
- 2 -
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The California Corporations Code and the Company's Bylaws
provide that a director of the Company will have no personal liability to the
Company or its shareholders for monetary damages for breach of fiduciary duty as
a director except (i) for acts or omissions that involve intentional misconduct
or a knowing and culpable violation of law, (ii) for acts or omissions that a
director believes to be contrary to the best interests of the corporation or its
shareholders or that involve the absence of good faith on the part of the
director, (iii) for any transaction from which a director derived an improper
personal benefit, (iv) for acts or omissions that show a reckless disregard for
the director's duty to the corporation or its shareholders in circumstances in
which the director was aware, or should have been aware, in the ordinary course
of performing a director's duties, of a risk of serious injury to the
corporation or its shareholders, (v) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the corporation or its shareholders, or (vi) for an unlawful dividend,
distribution, stock repurchase or redemption. This provision would generally
absolve directors of personal liability for negligence in the performance of
duties, including gross negligence.
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