sec document

S-8 1 forms801196_08232002.htm sec document

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

-----------------

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

UNITED CAPITAL CORP.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware
--------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)

04-2294493
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(I.R.S. employer identification no.)

9 Park Place, Great Neck, NY 11021
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
--------------------------------------------------------------------------------
(Full title of the plan)

A. F. Petrocelli
Chairman of the Board, President and Chief Executive Officer
United Capital Corp.
9 Park Place
Great Neck, New York 11021
--------------------------------------------------------------------------------
(Name and address of agent for service)

(516) 466-6464
--------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share(1) price (2) registration fee (2)
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.10 500,000 shares
par value (1)(2) $22.62 $11,311,700 $1,040.68
====================================================================================================================

(1) There are also registered hereby such indeterminate number of shares
of Common Stock as may become issuable by reason of the operation of
the anti-dilution provisions of the Incentive and Non-Qualified
Stock Option Plan (the "Plan") of United Capital Corp. (the
"Company").

(2) The contents of Registration Statements on Form S-8 (No. 33-28045),
(No. 33-65140), (No. 333-28395) and (No. 333-57873) are incorporated
by reference. With respect to the 500,000 shares that are being
registered in this Registration Statement, options to purchase an
aggregate of 171,000 shares were granted under the Plan at an
average exercise price of $24.40 per share. An additional 329,000
shares of Common Stock may be offered under the Plan at prices not
presently determined. Pursuant to Rule 457(g) and (h), the offering
price for the additional shares which may be issued under the Plan
is estimated solely for the purpose of determining the registration
fee and is based on the closing price of the Company's Common Stock
of $21.70 as reported by the American Stock Exchange ("AMEX") on
August 20, 2002.

EXPLANATORY NOTES

The Company has prepared this Registration Statement in accordance
with the requirements of Form S-8 under the Securities Act of 1933, to register
shares of our common stock, $.10 par value per share, issuable pursuant to the
Plan.

This Form S-8 includes a Reoffer Prospectus prepared in accordance
with Part I of Form S-3 under the Securities Act. The Reoffer Prospectus may be
utilized for reoffering and resales of shares of Common Stock acquired pursuant
to (i) the Plan and (ii) the 1988 Joint Incentive and Non-Qualified Stock Option
Plan. Some of these shares were previously registered.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The Company will provide documents containing the information
specified in Part 1 of Form S-8 to employees as specified by Rule 428(b)(1)
under the Securities Act. Pursuant to the instructions to Form S-8, the Company
is not required to file these documents either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act.

PROSPECTUS

2,103,734 SHARES
UNITED CAPITAL CORP.
Common Stock ($.10 par value)

This prospectus relates to the reoffer and resale by certain selling
stockholders of shares of our common stock that may be issued by us to the
selling stockholders upon the exercise of stock options granted under our
Incentive and Non-Qualified Stock Option Plan and our 1988 Joint Incentive and
Non-Qualified Stock Option Plan. We previously registered the offer and sale of
the shares to the selling stockholders. This Prospectus also relates to certain
underlying options that have not as of this date been granted. If and when such
options are granted to persons required to use the prospectus to reoffer and
resell the shares underlying such options, we will distribute a prospectus
supplement. The shares are being reoffered and resold for the account of the
selling stockholders and we will not receive any of the proceeds from the resale
of the shares.

The selling stockholders have advised us that the resale of their
shares may be effected from time to time in one or more transactions on the
American Stock Exchange, in negotiated transactions or otherwise, at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan of Distribution." We will bear all expenses in connection with the
preparation of this prospectus.

Our common stock is listed on the American Stock Exchange. On August
22, 2002, the closing price for the Common Stock, as reported by the American
Stock Exchange, was $22.30.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. THEY
HAVE NOT MADE, NOR WILL THEY MAKE, ANY DETERMINATION AS TO WHETHER ANYONE SHOULD
BUY THESE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is August 23, 2002.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC"). You
may read and copy any document we file at the SEC's public reference room
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You
may obtain further information on the operation of the public reference room by
calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the
public over the Internet at the SEC's web site at http://www.sec.gov. You may
also request copies of such documents, upon payment of a duplicating fee, by
writing to the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549.

-2-

TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION............................................2

INCORPORATION BY REFERENCE.....................................................4

ABOUT THIS PROSPECTUS..........................................................4

GENERAL INFORMATION............................................................5

USE OF PROCEEDS................................................................5

SELLING SHAREHOLDERS...........................................................5

PLAN OF DISTRIBUTION...........................................................6

LEGAL MATTERS..................................................................6

EXPERTS........................................................................6

ADDITIONAL INFORMATION.........................................................7

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES.....................................................7

-3-

INCORPORATION BY REFERENCE

The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is
considered to be a part of this prospectus and information that we file later
with the SEC will automatically update and replace this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended:

(1) Our Annual Report on Form 10-K for the year ended December
31, 2001;

(2) Our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2002 and June 30, 2002; and

(3) Our Application for Registration of our common stock on Form
8-A filed October 25, 1988.

You may request a copy of these filings, excluding the exhibits to
such filings which we have not specifically incorporated by reference in such
filings, at no cost, by writing or telephoning us at the following address:

United Capital Corp.
9 Park Place
Great Neck, New York 11021
(516) 466-6464

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement we filed with
the SEC. You should rely only on the information provided or incorporated by
reference in this prospectus or any related supplement. We have not authorized
anyone else to provide you with different information. The Selling Stockholders
will not make an offer of these shares in any state where the offer is not
permitted. You should not assume that the information in this prospectus or any
supplement is accurate as of any other date than the date on the front of those
documents.

-4-

GENERAL INFORMATION

United Capital Corp. (the "Company") was incorporated in 1980 in the
State of Delaware and has two industry segments:

1. Real Estate Investment and Management.

2. Manufacture and Sale of Engineered Products.

The Company's principal executive offices are located at 9 Park
Place, Great Neck, New York 11021. The Company's telephone number at such
location is (516) 466-6464.

The Shares offered hereby were or will be purchased by the Selling
Stockholders upon exercise of options granted to them and will be sold for the
account of the Selling Stockholders.

USE OF PROCEEDS

The Company will receive the exercise price of the options when
exercised by the holders thereof. Such proceeds will be used for working capital
purposes by the Company. The Company will not receive any of the proceeds from
the reoffer and resale of the Shares by the Selling Shareholders.
See "Plan of Distribution."

SELLING SHAREHOLDERS

This Prospectus relates to the reoffer and resale of Shares issued
or that may be issued to the Selling Stockholders under the Incentive and
Non-Qualified Stock Option Plan and the 1988 Joint Incentive and Non-Qualified
Stock Option Plan.

The following table sets forth (i) the number of shares of Common
Stock owned by each Selling Stockholder at August 1, 2002, (ii) the number of
Shares to be offered for resale by each Selling Stockholder and (iii) the number
and percentage of shares of Common Stock to be held by each Selling Stockholder
after completion of the offering.

Number of shares of
Common Stock/
Number of Percentage of Class to
Shares to be be Owned After
Common Stock Owned Offered for Completion of the
Name at August 1, 2002 Resale Offering
------------------------------- ------------------- ------------ ----------------------
A.F. Petrocelli(1)............. 3,695,058(2) 1,754,734 2,540,324/55.6%
Anthony J. Miceli(3)........... 133,966(4) 191,000 1,300/*
Howard M. Lorber(5)............ 147,500(6) 59,000 108,500/2.4%
Arnold S. Penner(7)............ 39,000(8) 59,000 0/0
Robert M. Mann(9).............. 10,700(10) 40,000 700/*

(1) Mr. Petrocelli has been Chairman of the Board and Chief Executive
Officer of the Company since December, 1987, President of the
Company since June, 1991 and from June, 1983 to March, 1989 and a
Director of the Company since 1981.

(2) Mr. Petrocelli owns directly 2,540,324 shares of Common Stock and
presently exercisable options to purchase 1,154,734 shares of Common
Stock. Does not include shares held by the wife and adult children
or grandchildren of Mr. Petrocelli. Mr. Petrocelli disclaims
beneficial ownership of the Shares held by his wife, adult children

--------
* Less than one percent.
-5-

and grandchildren. Does not include options to purchase 600,000
shares of Common Stock which are not presently exercisable or
exercisable within 60 days of August 1, 2002.

(3) Mr. Miceli has been a Director and Chief Financial Officer of the
Company since June, 1996 and prior thereto was Corporate Controller
for more than eight years.

(4) Consists of presently exercisable options and 1,300 shares of Common
Stock. Does not include options to purchase 58,334 shares of Common
Stock which are not presently exercisable or exercisable within 60
days of August 1, 2002.

(5) Mr. Lorber has been a Director since 1991.

(6) Includes 30,000 shares owned by the Hallman & Lorber Associates
Profit Sharing Plan (an entity in which Mr. Lorber may be deemed to
be a control person) and 24,300 shares owned by the Howard M. Lorber
Irrevocable Trust. Mr. Lorber disclaims beneficial ownership of all
shares owned by the Hallman & Lorber Associates Profit Sharing Plan
and the Howard M. Lorber Irrevocable Trust. Also includes 39,000
shares issuable upon the exercise of presently exercisable options.
Does not include options to purchase 20,000 shares of Common Stock
which are not presently exercisable or exercisable within 60 days of
August 1, 2002.

(7) Mr. Penner has been a Director since 1989.

(8) Consists of presently exercisable options. Does not include options
to purchase 20,000 shares of Common Stock which are not presently
exercisable or exercisable within 60 days of August 1, 2002.

(9) Mr. Mann has been a Director since 2001.

(10) Consists of 700 shares of Common Stock and presently exercisable
options to purchase 10,000 shares of Common Stock. Does not include
options to purchase 30,000 shares which are not presently
exercisable or exercisable within 60 days of August 1, 2002.

PLAN OF DISTRIBUTION

It is anticipated that all of the Shares will be offered by the
Selling Stockholders from time to time in the open market, either directly or
through brokers or agents, or in privately negotiated transactions. The Selling
Shareholders have advised the Company that they are not parties to any
agreement, arrangement or understanding as to such sales.

LEGAL MATTERS

Certain legal matters in connection with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs. Olshan Grundman
Frome Rosenzweig & Wolosky LLP, New York, New York 10022. Certain members of
such firm hold Common Stock of the Company.

EXPERTS

The consolidated financial statements of United Capital Corp.
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 2001 have been audited by Grant
Thornton LLP, independent certified public accountants, as stated in its report,
which is incorporated herein by reference, and has been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.

The consolidated financial statements of United Capital Corp. as at
December 31, 2000 and for each of the two years in the period ended December 31,
2000, appearing in the Company's Annual Report (Form 10-K) for the year ended
December 31, 2001, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.

-6-

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission
four Registration Statements on Form S-8 under the Securities Act with respect
to the Shares offered hereby. For further information with respect to the
Company and the securities offered hereby, reference is made to the Registration
Statements. Statements contained in this Prospectus as to the contents of any
contract or other document are not necessarily complete, and in each instance,
reference is made to the copy of such contract or document filed as an exhibit
to the Registration Statements, each such statement being qualified in all
respects by such reference.

DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company, the Company has been advised that it is the SEC's opinion that such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

-7-

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference
------- ---------------------------------------

The following documents filed by United Capital Corp. (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:

1. The Company's Annual Report on Form 10-K for the year ended
December 31, 2001.

2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2002 and June 30, 2002.

3. The description of the Company's Common Stock, $.10 par value
(the "Common Stock"), in the Company's Registration Statement on Form 8-A filed
October 25, 1988.

All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after
the effective date of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.

Item 4. Description of Securities
------- -------------------------

Not applicable.

Item 5. Interest of Named Experts and Counsel
------- -------------------------------------

Certain members of Olshan Grundman Frome Rosenzweig & Wolosky LLP
hold shares of Common Stock of the Company.

Item 6. Indemnification of Directors and Officers
------- -----------------------------------------

Article V of the By-Laws of the Company provides that: The Company
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or complete action, suit or proceedings,
whether civil, criminal, administrative or investigative, or by or in the right
of the Company to procure judgment in its favor, by reason of the fact that he
is or was a director, officer, employee or agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company
in accordance with and to the full extent permitted by statute except that no
indemnification shall be made in respect of any claim by or in the right of the
Company as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Company unless
and only to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such

person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper. Any indemnification
(unless ordered by a court) shall be made by the Company only as authorized in
the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper (a) by the Board by a majority vote of a
quorum consisting of directors who were not parties to such action, suit or
proceeding, (b) if such a quorum is not obtainable, or, even if obtainable if a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (c) by stockholders. Expenses incurred in defending a civil
or criminal action, suit or proceeding may be paid by the Company in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he is entitled to be indemnified by the
Company as authorized in this section. The indemnification provided by this
section shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under the By-laws or any agreement or vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

The Company has Indemnity Agreements with certain directors and
executive officers (individually each an "Indemnitee"), indemnifying each
Indemnitee against the various legal risks and potential liabilities to which
such individuals are subject due to their position with the Company, in order to
induce and encourage highly experienced and capable persons such as the
Indemnitees to continue to serve as executive officers and directors of the
Company.

Item 7. Exemption From Registration Claimed
------- -----------------------------------

Not Applicable.

Item 8. Exhibits
------- --------

Exhibit Index
-------------

Exhibit
-------
4.1 Incentive and Non-Qualified Stock Option Plan, (incorporated by
reference to Exhibit 10.1 filed with the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 2000).

4.2 Amendment to Incentive and Non-Qualified Stock Option Plan.

5.1 Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

23.1 Consent of Grant Thornton LLP.

23.2 Consent of Ernst & Young LLP.

23.3 Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP
(included in Exhibit 5.1).

24 Power of Attorney (included on the signature page of this
Registration Statement).

Item 9. Undertakings
------- ------------

The undersigned registrant hereby undertakes:

a. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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.

b. That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

c. 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.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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 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.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against each such liabilities (other than the payment by the
registrant of expenses incurred or paid by a trustee, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, 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.

SIGNATURES
----------

The Registrant. 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
post-effective amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Great Neck,
State of New York, on this 22nd day of August, 2002.

UNITED CAPITAL CORP.
-------------------------------------------
(Registrant)

By: /s/ Anthony J. Miceli
---------------------------------------
Anthony J. Miceli, Vice President, Chief
Financial Officer and Treasurer

POWER OF ATTORNEY
-----------------

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints A.F. Petrocelli and Anthony J. Miceli,
and each of them, 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 and 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 attorneys-in-fact and
agents, and each of them, 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
all that said attorney-in-fact and agent or his substitute may lawfully do or
cause to be done by virtue thereof.

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.

Name Title Date
---- ----- ----

/s/ A.F. Petrocelli Chairman, President and Chief August 22, 2002
--------------------------- Executive Officer [Principal
A.F. Petrocelli Executive Officer]

/s/ Howard M. Lorber Director August 22, 2002
--------------------------
Howard M. Lorber

/s/ Robert M. Mann Director August 22, 2002
--------------------------
Robert M. Mann

/s/ Arnold S. Penner Director August 22, 2002
--------------------------
Arnold S. Penner

/s/ Anthony J. Miceli Vice President, Chief August 22, 2002
-------------------------- Financial Officer, Treasurer
Anthony J. Miceli and Director [Principal
Financial Officer]