SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
The WideCom Group Inc.
(Exact name of registrant as specified in its charter)
Ontario, Canada 98-0139939
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
37 George Street North, Suite 103
Brampton, Ontario, Canada L6X 1R5
(Address of principal executive offices) (Zip code)
[The Agreement]
(Full title of the plan)
Frederick M. Mintz, Esq.
Mintz & Fraade, P.C., 488 Madison Avenue, Suite 1100, NY, NY 10022
(Name and address of agent for service)
(212) 486-2500
(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price fee
- ---------- ---------- ------------ -------- ------------
Common Stock, 35,000 $.6875 $24,062.50 $6.02
par value $.01
- ---------------------------------------------------------------------------
[FN]
<F1> Computed pursuant to Rule 457 (c) of the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee
and not as a representation as to any actual proposed price. The
proposed maximum offering price per unit, maximum aggregate offering
price and registration fee is based upon the average of the high and
the low price in the market for the common stock on January 31, 2001.
PART I
INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS
Item 1. Plan Information
----------------
(a) General Plan Information
(1) The name of the plan is the Agreement (the "Plan") made as of
the 31st day of January 2001 by and between Mintz & Fraade,
P.C. (the "Firm") and Frederick M. Mintz (the "Attorney"),
having their principal place of business at 488 Madison Avenue,
New York, New York, 10022 and the WideCom Group Inc. (the
"Company" or "Registrant") a Canadian corporation with offices
at 37 George Street North, Suite 103, Brampton, Ontario,
Canada, L6X 1R5.
35,000 shares of the Company's common stock, par value $.01,
are being issued to the Attorney under the Plan.
(2) The general nature and purpose of this Plan is to make payment
on account of fees for professional services in the agreed
amount of $26,250.
(3) The plan is not subject to any provisions of the Employee
Retirement Income Security Act of 1974.
(4) Additional information about the Plan may be obtained from:
Mintz & Fraade, P.C.
488 Madison Avenue
New York, New York 10022
Attn: Frederick M. Mintz
Telephone No.: (212) 486-2500
(b) Securities to be Offered
(1) 35,000 shares of the Company's common stock, par value $.01.
(2) The Company's securities are registered under Section 12(g) and
Section 12(b) of the Securities Exchange Act of 1934.
(c) Employees Who May Participate in the Plan
The Attorney is the sole individual eligible to participate in the
plan.
(d) Purchase of Securities Pursuant to the Plan and Payment for
Securities Offered
The securities being offered as compensation for outstanding fees for
professional services rendered.
(e) Resale Restrictions
There are no restrictions on the resale of the Securities being
registered pursuant to the Plan.
(f) Tax Effects of Participation
The value of the shares shall be deemed to be ordinary income to the
Attorney and a business expense for the Registrant.
(g) Investment of Funds
N/A
(h) Withdrawal from the Plan; Assignment of Interest
N/A
(i) Forfeitures and Penalties
N/A
(j) Charges and Deductions and Liens Therefore
N/A
Item 2. Registrant Information and Employee Plan Annual Information
-----------------------------------------------------------
The Registrant shall provide to the Attorney without charge, upon his
written or oral request, the documents which are incorporated by
reference in Item 3 of Part II of this Registration Statement. Such
documents are incorporated by reference in the Section 10(a)
prospectus. The Registrant shall also provide to the Attorney,
without charge, upon his written or oral request, with all other
documents required to be delivered to employees pursuant to Rule
428(b). Any and all such requests shall be directed to the Registrant
at its office at 37 George Street North, Suite 103, Brampton,
Ontario, Canada, L6X 1R5.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents are incorporated by reference into this
Registration Statement and made a part hereof:
(a) The registrant's Form 10-KSB for the fiscal year ended March 31, 2000
filed on July 19, 2000 pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
well as the registrant's latest quarterly reports on Form 10-QSB for
the quarter ended September 30, 2000 filed on November 27, 2000.
(b) All other reports which may be filed by the Registrant pursuant to
Section 13 (a) or 15 (d) of the Exchange Act since the end of the
fiscal year covered by the registrant document referred to in (a)
immediately above.
(c) Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purpose of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
-------------------------
The class of securities to be offered hereby has been registered
under Section 12 of the Exchange Act by the registrant, and
incorporated by reference.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
The validity of the securities offered will be passed upon for the
Company by the law firm of Mintz & Fraade, P.C., of New York, New
York.
The law firm of Mintz & Fraade, P.C. has rendered legal services for
and on behalf of the Registrant. The firm is located at 488 Madison
Avenue, Suite 1100, New York, New York, 10022.
Schwartz, Lewitski, Feldman, LLP., consent to the incorporation by
reference of their report on the audited financial statements
contained in the Form 10-KSB filed on July 19, 2000.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
The Company's Bylaws includes a provision that eliminates the
personal liability of its directors to the Company or its
stockholders.
Item 8. Exhibits
--------
The exhibits to the Registration Statement are listed in the Index to
Exhibits included on Page 7 herein.
Item 9. Consultants and Advisors
------------------------
The following consultant and advisor will be issued securities
pursuant to this Registration Statement:
Name Number Type of Services Provided
- ---- ------ -------------------------
Frederick M. Mintz 35,000 Legal and Advisory Services
Item 10. Undertakings
------------
(a) The undersigned Registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective
amendment to the Registration Statement to include any material
information about the plan not previously disclosed in the
Registration Statement or any material change to any such information
in the Registration Statement.
(b) 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. If 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 the Province of Ontario in Canada, on this
31st day of January 2001.
The Widecom Group Inc.
By: /s/ Raja Tuli
-----------------------------
Raja S. Tuli, President & CEO
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.
Name Title Date
- ---- ----- ----
/s/ Raja S. Tuli President, Chief Executive January 31, 2001
- ----------------------- Officer and Director
Raja S. Tuli
/s/ Suneet S. Tuli Executive Vice President, January 31, 2001
- ----------------------- Secretary and Director
Suneet S. Tuli and Director
/s/ K.C. Sharma Director January 31, 2001
- -----------------------
Lt. Colonel K.C. Sharma
/s/ Ajit Singh Director January 31, 2001
- -----------------------
Dr. Ajit Singh
INDEX TO EXHIBITS
Exhibit
No. Description
- ------- -----------
5 Opinion of Mintz & Fraade, P.C.
10 Agreement by and between Mintz & Fraade, P.C.
and Frederick M. Mintz and The Widecom Group, Inc.
23 Consent of Schwartz, Lewitsky, Feldman, LLP