As filed with the Securities and Exchange Commission on August 19, 1997
Registration No._
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SECURITIES AND EXCHANGE COMMISSION
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
THE QUARTZ GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Colorado 51926 84-1067075
(State or Other Jurisdiction of (Primary Standard Industrial (IRS: Employer
Incorporation or Organization) Classification Code Number) Identification No.)
3029 S. Harbor Blvd.
Santa Ana, California 92704
(Address of Principal Executive Offices)
1997-II STOCK AWARD PLAN
(Full Title of the Plan)
David J. Lopes
President
3029 S. Harbor Blvd.
Santa Ana, California 92704
(714) 429-5984
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Gary Wykidal, Esq.
245 Fisher Avenue, Suite A-1
Costa Mesa, California 92626
(714) 751-8505
Telecopy: (714) 751-5428
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. (X)
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Offering Registration Fee
per Share(1) Price(1)
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Common Stock, $.001 500,000 Shares $0.45 $225,000 $68.18
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Total $68.18
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(I) Estimated solely for the purpose of calculatting the registration fee, in
accordance with Rule 457 (h) (1), on the basis of the price of securities
of the same class as determined in accordance with Rule 457 (c), using the
average of the high and low prices of the Common Stock of the registrant as
reported on the NASDAQ Electronic Bulletin Board on August 18, 1997.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in this Part I are being
separately provided to the participants covered by the Plan, as specified by
Rule 428(b) (1).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in paragraphs (a) through (c) below are hereby
incorporated by reference in this Registration Statement. All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
herein have been sold or which de-registers 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 filing of such documents.
(a) The Registrant's latest Annual Report on Form 10-KSB for the period
ended June 30, 1996.
(b) The Registrant's Quarterly Report on Form 10-QSB for the fiscal
quarters ended September 30, 1996, December 31, 1996 and March 31, 1997.
(c) All other reports filed by Registrant pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the above-
referenced Annual Report.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
(a) As permitted by the Colorado General Corporate Law, the
Registrant's Amended and Fully Restated Articles of Incorporation
eliminates liability of directors to the Registrant or to its
Shareholders for monetary damages for breach of fiduciary duty
excluding; (i)any breach of the director's duty of loyalty to the
Registrant or its Shareholder; (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing
violation of law; (iii) acts in violation of Section 114, Article
V of the Colorado Corporate Code; (iv) any transaction from which
the director derived in improper personal benefit.
(b) The Registrant's Amended and Fully Restated Articles of
Incorporation provides that the Registrant may indemnify a
director against liability in any proceeding when said director
has acted in good faith or where said director has reasonably
believed that his or her conduct was in the Registrant's best
interest or, that his or her conduct was at least not
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opposed to the Registrant's best interest. Further, the Articles
provide for mandatory indemnification by the Registrant of a
director who is successful in the merits in the defense of any
proceeding in which he or she was a party against reasonable
expenses incurred in connection with the proceeding.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1. The Quartz Group, Inc. 1997-II Stock Award Plan.
5.1 Opinion of Gary Wykidal, Esq.
23.1 Consent of Gary Wykidal, Esq. (Included in Exhibit 5.1).
23.2 Consent of Independent Certified Public Accountants.
24.1 Power of Attorney (included on the signature page to the
Registration Statement).
Item 9. Undertakings.
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 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.
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
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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 at that time shall therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
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thereof.
Insofar as indemnification by the Registrant for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions referenced in
Item 6 of this Registration Statement 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 hereunder, 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 Securities Act and will be governed by
the final adjudication of such issue.
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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 this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized in Santa Ana, California, on this 18th day of August, 1997.
THE QUARTZ GROUP, INC.
By /s/ DAVID J. LOPES
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David J. Lopes,
President and Chief Executive Officer
POWER OF ATTORNEY AND ADDITIONAL SIGNATURES
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Each person whose signature appears below constitutes and appoints David J.
Lopes, his true and lawful attorney-in-fact and agent, with full power of
substitution and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement, including post-effective amendments, 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 in and about the premises, 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 substitutes, may
lawfully do or cause to be done by virtue thereof.
Further, 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.
Signature Title Date
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/s/ DAVID J. LOPES Chairman of the Board August 18, 1997
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and President
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/s/ DAVID J. LOPES Chief Financial Officer August 18, 1997
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/s/ DARYL SILVERSPARRE Secretary August 18, 1997
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EXHIBIT INDEX
Exhibit
Number
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4.1 The Quartz Group, Inc. 1997-II Stock Award Plan.
5.1 Opinion of Gary Wykidal, Esq.
23.1 Consent of Gary Wykidal, Esq. (included in Exhibit 5.1).
23.2 Consent of Independent Certified Public Accountants.
24.1 Power of Attorney (included on the signature page to the Registration
Statement).
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