As filed with the Securities and Exchange Commission on April 27, 1998
Registration Statement No. 333-__________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ALL AMERICAN FOOD GROUP, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-3259558
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
104 New Era Drive, South Plainfield, New Jersey 07080
(Address of Principal Executive Offices) (Zip Code)
ALL-AMERICAN 1998 CONSULTANT STOCK PLAN
(Full title of the Plans)
Andrew Thorburn, Chairman and Chief Executive Officer
All American Food Group, Inc.
104 New Era Drive, South Plainfield, New Jersey 07080
(Name and address, including zip code of agent for services)
908-757-3022
(Telephone number, including area code, of agent for service)
Copies to:
Hank Gracin, Esq.
Lehman & Eilen
50 Charles Lindbergh Blvd., Suite 505
Uniondale, NY 11553
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933,
check the following box. [X]
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Share* Price* Fee
Common Stock, no par
value, under the
All American 1998
Consultant Stock Plan 350,000 $ .50 $175,000 $51.63
TOTAL $175,000 $51.63
======== =======
*Estimated solely for the purpose of computing the registration fee pursuant to
Rule 457, on the basis of the closing price of the Registrant's Common Stock
as reported on NASDAQ on April 20, 1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this registration
statement.
(a) Registrant's Annual Report on Form 10-KSB for the fiscal year
ended October 31, 1997, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended.
(b) Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended January 31, 1998.
(c) The description of Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on December 6, 1996
under Section 12 of the Securities Exchange Act of 1934.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 after the date of this
registration statement and prior to the filing of a post-effective amendment to
this registration statement which indicates that all securities offered
hereunder have been sold, or which deregisters all securities then remaining
unsold under this registration statement, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable; the class of securities to be offered is registered under
Section 12 of the Securities Exchange Act of 1934.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14A:3-5 of the New Jersey Business Corporation Act (the "NJBCA")
gives the Registrant power to indemnify each of its directors and officers
against expenses and liabilities in connection with any proceedings involving
him by reason of his being or having been a director or officer if (a) he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Registrant and (b) with respect to any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful.
However, in a proceeding by or in the right of the Registrant, there shall be no
indemnification in respect of any liabilities or expenses if the officer or
director shall have been adjudged liable to the Registrant unless the court in
such proceeding determines he is entitled to indemnification for such
liabilities and/or expenses. Furthermore, no indemnification shall be made to or
on behalf of a director or officer if a judgment or other final adjudication
adverse to such director or officer establishes that his acts or omissions (a)
were in breach of his duty of loyalty to the Registrant and its stockholders,
(b) were not in good faith or involved a knowing violation of law or (c)
resulted in receipt by the director or officer of an improper personal benefit.
The NJBCA defines an act or omission in breach of a person's duty of loyalty as
an act or omission which that person knows or believes to be contrary to the
best interests of the Registrant or its stockholders in connection with a matter
in which he has a material conflict of interest. If a director or officer is
successful in a proceeding, the statute mandates that the Registrant indemnify
him against expenses.
The Registrant's Restated Certificate of Incorporation, as permitted by
New Jersey law, eliminates the personal liability of the directors and officers
to the Registrant or its shareholders for monetary damages for breaches of such
director's or officer's duty of care or other duties as a director or officer;
except liabilities for any breach of duty based upon an act or omission (a) in
breach of such person's duty of loyalty to the corporation or its shareholders,
(b) not in good faith or involving a knowing violation of law or (c) resulting
in receipt by such person of an improper personal benefit. This limitation on
liability could have the effect of limiting directors' and officers' liability
for violations of the federal securities laws. In addition, the Registrant's
Restated Certificate of Incorporation and Restated By-Laws provide broad
indemnification rights to directors and officers so long as the director or
officer acted in a manner believed in good faith to be in or not opposed to the
best interest of the Registrant and with respect to criminal proceedings if the
director had no reasonable cause to believe his or her conduct was unlawful. The
Registrant believes that the protection provided by these provisions will help
the Registrant attract and retain qualified individuals to service as officers
and directors. These provisions would provide indemnification for liabilities
arising under the federal securities laws to the extent that such
indemnification is found to be enforceable under, and to be in accordance with,
applicable law and generally will limit the remedies available to a shareholder
who is dissatisfied with a Board decision protected by these provisions, and
such shareholder's only remedy may be to bring a suit to prevent the Board's
action.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit
Number Description of Document
- ------- -----------------------
4.1 Second Restated Certificate of Incorporation of the Registrant
(incorporated herein by reference to Exhibit 3.3 of the Registrant's
Registration Statement on Form SB-2 (File No. 333-4490), as amended
(the "Registration Statement")).
4.2 Second Amended and Restated By-Laws of the Company (incorporated herein
by reference to Exhibit 3.5 of the Registrant's Registration
Statement).
4.3 All American 1998 Consultant Stock Plan
5.1 Opinion of counsel re: legality of securities being registered
23.1 Consent of DelSanto & DeFreitas
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Powers of Attorney
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) 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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this 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 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 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 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, 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 the 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 on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Fairfield, County of Essex, State of New Jersey, on the 24th day
of April, 1998.
ALL AMERICAN FOOD GROUP, INC.
By /s/ Andrew Thorburn
ANDREW THORBURN, Chairman of the Board
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 date indicated.
Signature Date
- --------- ----
/s/ Andrew Thorburn April 24, 1998
Name: ANDREW THORBURN
Title: Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer and Principal
Financial and Accounting Officer)
/s/ Anthony Foster April 24, 1998
Name: ANTHONY FOSTER
Title: President and Director
/s/ John Chitvanni April 24, 1998
Name: JOHN CHITVANNI
Title: Director
/s/ Thomas Lisker April 10, 1998
Name: THOMAS LISKER
Title: Director
INDEX TO EXHIBITS
Exhibit
Number Description of Documents Page
- ------- ------------------------ ----
4.1 Second Restated Certificate of Incorporation of the Registrant
(incorporated herein by reference to Exhibit 3.3 of the
Registrant's Registration Statement on Form SB-2 (File No.
333-4490), as amended (the "Registration Statement")).
4.2 Second Amended and Restated By-Laws of the Company (incorporated
herein by reference to Exhibit 3.5 of the Registrant's Registration
Statement).
4.3 All-American 1998 Consultant Stock Plan
5.1 Opinion of counsel re: legality of securities being registered
23.1 Consent of DelSanto & DeFreitas
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Powers of Attorney