As filed with the Securities and Exchange Commission on July 9, 2010
Registration No. 33- ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMPETITIVE COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 65-1146821
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(State or Incorporation) (I.R.S. Employer Identification No.)
19206 Huebner Rd, Suite 202
San Antonio, Texas 78258
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(Address of principal executive offices and zip codes)
COMPETITIVE COMPANIES, INC.
Copy To:
William H. Gray, Chief Executive Officer Mark J. Richardson, Esq.
Competitive Companies, Inc. Richardson & Associates
19206 Huebner Road, Suite 202 1453 Third Street Promenade, Suite 315
San Antonio, Texas 78258 Santa Monica, California 90401
(210) 233-8980 (310) 393-9992
(Name, address and telephone number
of agent for service)
CALCULATION OF REGISTRATION FEE
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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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Common Stock, no par value 800,000 shares $0.08(1) $64,000 $4.56
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Total 800,000 shares $0.08(1) $64,000 $4.56
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(1) 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 June 30, 2010 as reported on the OTC
Bulletin Board.
This Form S-8 consists of 27 pages, including exhibits. The index to
exhibits is set forth on page 8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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Competitive Companies, Inc. ("CCI," "we," the "Company" or
"Registrant") incorporates by reference in this Registration Statement the
following documents:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2009.
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2010.
(c) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2009.
(d) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2009.
(e) 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, 2008.
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.
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GENERAL. The authorized capital stock of the Company consists of
500,000,000 shares of Common Stock, par value $0.001 per share, and 100,000,000
shares of Preferred Stock, par value $0.001 per share. On June 30, 2010, the
Company had 112,200,793 shares of Common Stock issued and outstanding and no
shares of Preferred Stock issued and 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 not entitled to cumulative voting rights with respect to the election
of directors. 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 therefore, 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 30, 2010, the Company's
112,200,793 shares of Common Stock outstanding were held by approximately 620
stockholders of record, not including shares held in securities brokerage
accounts.
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PREFERRED STOCK. The Company is authorized to issue 100,000,000 shares
of Preferred Stock, par value $0.001 per share, having such rights, preferences
and privileges, and issued in such series, as are determined by the Company's
Board of Directors. No preferred stock of the Company is currently outstanding.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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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, 1453 Third Street Promenade, Suite 315, Santa Monica,
California, 90401. Richardson & Associates owns no shares of the Company's
Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Under Nevada General Corporation Law and CCI's Bylaws, CCI's directors
will have no personal liability to CCI's stockholders for monetary damages
incurred as the result of the breach or alleged breach by a director of his
"duty of care." This provision does not apply to the directors' (i) acts or
omissions that involve intentional misconduct or a knowing and culpable
violation of law, (ii) 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) approval of any
transaction from which a director derives an improper personal benefit, (iv)
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) acts or omissions that constituted an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the
corporation or its shareholders, or (vi) approval of 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.
The effect of this provision in CCI's Bylaws is to eliminate the rights
of CCI's stockholders (through stockholder's derivative suits on behalf of CCI)
to recover monetary damages against a director for breach of his fiduciary duty
of care as a director (including breaches resulting from negligent or grossly
negligent behavior) except in the situations described in clauses (i) through
(vi) above. This provision does not limit nor eliminate the rights of CCI or any
stockholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. In addition, CCI's Bylaws
provide that if Nevada law is amended to authorize the future elimination or
limitation of the liability of a director, then the liability of the directors
will be eliminated or limited to the fullest extent permitted by the law, as
amended. Nevada General Corporation Law grants corporations the right to
indemnify their directors, officers, employees and agents in accordance with
applicable law. These provisions will not alter the liability of the directors
under federal securities laws.
Furthermore, management plans to enter into agreements to indemnify
CCI's directors and officers, in addition to the indemnification provided for in
CCI's Bylaws. These agreements, among other things, will indemnify CCI's
directors and officers for certain expenses (including attorneys' fees),
judgments, fines, and settlement amounts incurred by any such person in any
action or proceeding, including any action by or in the right of CCI, arising
out of such person's services as a director or officer of CCI, any subsidiary of
CCI or any other company or enterprise to which the person provides services at
the request of CCI. We believe that these provisions and agreements are
necessary to attract and retain qualified directors and officers. In the future,
CCI may also purchase an insurance policy to protect our officers and directors
from certain liabilities, including liabilities against which we cannot directly
indemnify our directors and officers.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling CCI pursuant
to the foregoing provisions, CCI has been informed that in the opinion of the
SEC, such indemnification is against public policy as expressed in the Act and
is therefore unenforceable.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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The shares of Common Stock which will be issued pursuant to this
registration statement will be issued pursuant to Rule 506 of Regulation D
promulgated under Section 4(2) of the Securities Act of 1933, as amended.
ITEM 8. EXHIBITS.
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1.1 Articles of Incorporation of the Registrant.(1)
1.2 Amendment to Articles of Incorporation of the Registrant.(2)
1.3 Bylaws of the Registrant.(1)
2.1 Opinion of Richardson & Associates as to the legality of the securities
being registered.
3.1 Consent of Richardson & Associates.
3.2 Consent of M&K CPAS, PLLC, Independent Registered Public Accounting
Firm.
4.1 Power of Attorney (contained on page 5 hereof).
5.1 Re-offer Prospectus, dated July 5, 2010.
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(1) Incorporated by reference from the exhibits included with the
Company's Registration Statement (No. 333-76630) on Form SB-2
file with the SEC on January 11, 2002.
(2) Incorporated by reference from the exhibits included with the
Form 8K filed by with Company with the SEC on February 20,
2009.
ITEM 9. UNDERTAKINGS.
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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 Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective
amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
and
(iii) 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;
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
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securities offered herein, 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 the purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered herein 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
Securities 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 is against public policy as expressed in the
Securities 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 of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the finial adjudication of such issue.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William H. Gray, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming that said attorney-in-fact and agent or the substitute or substitutes
of him, may lawfully do or cause to be done by virtue hereof.
[SIGNATURES ON FOLLOWING PAGE]
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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 his Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Antonio, State of Texas on the 9th day of July
2010.
COMPETITIVE COMPANIES, INC.
By: /s/ William H. Gray
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William H. Gray, Chief Executive Officer
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.
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SIGNATURE TITLE DATE
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/s/ William H. Gray Chief Executive Officer July 9, 2010
------------------------- (Chief Operating Officer)
William H. Gray and Chief Financial Officer
/s/ Dr. Ray Powers President July 9, 2010
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Dr. Ray Powers
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 9, 2010
REGISTRATION NO. 33-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMPETITIVE COMPANIES, INC.
EXHIBIT VOLUME
TO THE
REGISTRATION STATEMENT
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INDEX TO THE EXHIBIT VOLUME TO
REGISTRATION STATEMENT ON FORM S-8
1.1 Articles of Incorporation of the Registrant.(1)
1.2 Amendment to Articles of Incorporation of the Registrant.(2)
1.3 Bylaws of the Registrant.(1)
2.1 Opinion of Richardson & Associates as to the legality of the securities
being registered.
3.1 Consent of Richardson & Associates.
3.2 Consent of M&K CPAS, PLLC, Independent Registered Public Accounting
Firm.
4.1 Power of Attorney (contained on page 5 hereof).
5.1 Re-offer Prospectus, dated July 9, 2010.
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(1) Incorporated by reference from the exhibits included with the
Company's Registration Statement (No. 333-76630) on Form SB-2 file with the SEC
on January 11, 2002.
(2) Incorporated by reference from the exhibits included with the Form
8K filed by with Company with the SEC on February 20, 2009.
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