United States Securities And Exchange Commission
Washington, D.C. 20549
FORM S-8
Registration statement
Under the Securities Act of 1933
WINMAX TRADING GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Florida 65-0702554
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
429 Seabreeze Boulevard, Suite 227,
Fort Lauderdale, FL 33316
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (954) 523-4500
Agreements with Anthony Sklar, James Friedt, Thomas Meeks, Victor Sopczak
Employment and Fee Agreement with Richard P. Greene, P.A.
Fee Agreement with Eileen V. Booth
(Full title of the plans)
Deborah F. Moraitis
2929 East Commercial Boulevard, Suite 701, Fort Lauderdale, Florida 33308
(954) 390-0100
(Name, address and telephone number of Agent for service)
Copy to:
Richard P. Greene, P.A.
2455 East Sunrise Boulevard, Suite 905
Fort Lauderdale, FL 33304
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed Amount
Securities Amount Maximum Maximum of
to be to be Offering Price Aggregate Registration
Registered Registered(1) per Share (2) Offering Price Fee
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Common Stock, $0.001par value:
Anthony Sklar 350,000 $1.00 $350,000 92.40
James Friedt 350,000 1.00 350,000 92.40
Thomas Meeks 25,000 1.00 25,000 6.60
Victor Sopczak 25,000 1.00 25,000 6.60
Richard P. Greene 100,000 1.00 100,000 26.40
Eileen V. Booth 5,000 1.00 5,000 1.32
TOTAL $225.72(3)
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1. Represents shares issuable pursuant to agreement(s) for services rendered
or to be rendered.
2. The prices hereof may change prior to the effective date of the
Registration Statement; therefore, such prices are estimated solely for the
purposes of computing the registration fee pursuant to Rule 457(a).
3. Reflects the required filing fee.
PART I
Item 1. Plan Information.
Not applicable.
Item 2. Registrant Information and Employee Plan Annual Information.
Not applicable.
PART II
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents by reference in
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2000, which was filed with the
Securities and Exchange Commission on March 1, 2001;
(b) The Registrant's Quarterly Report on Form 10-QSB for
the quarters ended June 30, 2000, September 30, 2000 and March
31, 2001, which were filed with the Securities and Exchange
Commission on August 17, 2000, November 29, 2000 and May 17,
2001, respectively;
(c) The Registrants Articles of Incorporation and
Amendments thereto, and the Registrants Bylaws;
(d) All other documents filed by Registrant after the
date of this Registration Statement under Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to this
Registration Statement that registers securities covered
hereunder that remain unsold.
Item 4. Description of Securities.
The class of securities to be offered hereby is subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended. The
Company's authorized capitalization is 51,000,000 shares of which 50,000,000
shares are common stock, $.001 par value and 1,000,000 shares are preferred
stock, no par value. There are 2,376,003 shares of common stock issued and
outstanding.
Holders of the Company's Common Stock are entitled to one vote per
share on each matter submitted to vote at any meeting of shareholders. Shares
of Common Stock do not carry cumulative voting rights and therefore, holders of
a majority of the outstanding shares of Common Stock will be able to elect the
entire board of directors and, if they do so, minority shareholders would not be
able to elect any members to the board of directors. The Company's board of
directors has authority, without action by the Company's shareholders, to issue
all or any portion of the authorized but unissued shares of Common Stock, which
would reduce the percentage ownership of the Company of its shareholders and
which would dilute the book value of the Common Stock.
Shareholders of the Company have no preemptive rights to acquire
additional shares of Common Stock. The Common Stock is not subject to
redemption and carries no subscription or conversion rights. In the event of
liquidation of the Company, the shares of Common Stock are entitled to share
equally in corporate assets after the satisfaction of all liabilities. Holders
of Common Stock are entitled to receive such dividends as the board of directors
may from time to time declare out of funds legally available for the payment of
dividends. During the last two fiscal years the Company has not paid cash
dividends on its Common Stock and does not anticipate that it will pay cash
dividends in the foreseeable future.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
The Registrant is a Florida corporation. The General Corporation Law of
Florida provides authority for broad indemnification of directors, officers,
employees and agents. The Registrant's Articles of Incorporation, as Amended,
incorporate the indemnification provisions of the General Corporation Law of
Florida to the fullest extent provided.
The Registrant has entered into indemnification agreements with its
Directors indemnifying them against liability and reasonable costs and expenses
incurred in litigation arising by reason of the fact that he or she is or was a
director, officer, stockholder, employee, or agent of the Registrant, provided
that the director acted in good faith and in a manner reasonably intended to be
in or not opposed to the best interests of the Registrant, and with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
Exhibit Description
5 Opinion of Richard P. Greene, P.A.
10.1 Agreement between the Company and Anthony Sklar, dated May 5, 2001
10.2 Agreement between the Company and James Friedt, dated May 5, 2001
10.3 Agreement between the Company and Thomas Meeks, dated May 5, 2001
10.4 Agreement beetween the Company and Victor Sopczak, dated May 5, 2001
10.5 Employment and Fee Agreement with Richard P. Greene, P.A.,
dated May 31, 2001
10.6 Fee Agreement with Eileen V. Booth, dated May 31, 12001
23.1 Consent of Richard P. Greene, P.A.
23.2 Consent of Stark Tinter & Associates, LLC. Certified Public Accountants
Item 9. Undertakings.
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 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.
(2) 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
offered 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 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.
C. 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 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 Act and will be governed by 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 the Registration Statement 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 Fort Lauderdale, State of
Florida, on this 6th day of June, 2001.
Winmax Trading Group, Inc.
(Registrant)
By: /s/ Ralph Pistor
- -------------------------------------
Ralph Pistor, President and
Chief 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
dates indicated.
By: /s/ Ralph Pistor
- -------------------------------------
Ralph Pistor, President and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Ralph Pistor
- -------------------------------------
Ralph Pistor, Chief Financial Officer
(Principal Financial Officer)
EXHIBIT INDEX
Exhibit Description Page
5 Opinion of Richard P. Greene, P.A.
10.1 Agreement between the Company and Anthony Sklar, dated May 5, 2001
10.2 Agreement between the Company and James Friedt, dated May 5, 2001
10.3 Agreement between the Company and Thomas Meeks, dated May 5, 2001
10.4 Agreement between the Company and Victor Sopczak, dated May 5, 2001
10.5 Employment and Fee Agreement with Richard P. Greene, P.A.,
dated May 31, 2001
10.6 Fee Agreement with Eileen V. Booth, dated May 31, 2001
23.1 Consent of Richard P. Greene, P.A.
23.2 Consent of Stark Tinter & Associates, LLC, Certified Public Accountants
