As filed with Securities and Exchange Commission on January 18, 2002
Registration No. _____________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
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LIGHT MANAGEMENT GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada 75-2727932
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 301, 3060 Mainway
Burlington, Ontario L7M 1A3
800-465-9216
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
CONSULTING AGREEMENT
(Full Title of Plan)
CSC Services of Nevada, Inc.
502 East John Street
Carson City, NV 89706
(Name and address of agent for service)
(775) 882-3072
(Telephone number, including area code, of agent for service)
with a copy to:
Martin E. Weisberg, Esq.
Jenkens & Gilchrist Parker Chapin LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
(212) 704-6050
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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CALCULATION OF REGISTRATION FEE
Title of each class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered (1) Offering Price per Aggregate Offering Registration Fee (3)
Registered Share (2) Price (2)
Common Stock, par value 300,000 $0.285 $85,500 $20.44
$.001 per share
TOTAL: 300,000 $20.44
(1) Pursuant to Rule 416(b), there shall also be deemed covered hereby all
additional securities resulting from anti-dilution adjustments under the
Consulting Agreement.
(2) The price per share is estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c); based on the average of the bid
($0.28) and ask ($0.29) prices for the Common Stock as reported on the OTC
Bulletin Board on January 15, 2002.
(3) Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate
offering price multiplied by .000239.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Light Management Group, Inc.,
(hereinafter, the "Company") with the Securities Exchange Commission
(hereinafter, the "Commission") pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (hereinafter, the "1934 Act") are incorporated herein by
reference:
(a) The Company's Annual Report filed on Form 10-KSB for the fiscal year
ended December 31, 2000, as filed with the SEC on April 24, 2001, and as amended
by Form 10-KSB/A, as filed with the SEC on June 22, 2001;
(b) The Company's Proxy Statement on Schedule 14A, as filed with the SEC
on July 16, 2001;
(c) The Company's Quarterly Report filed on Form 10-QSB for the quarter
ended March 31, 2001, as filed with the SEC on May 24, 2001;
(d) The Company's Quarterly Report filed on Form 10-QSB for the quarter
ended June 30, 2001, as filed with the SEC on August 14, 2001; and
(e) The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2001, as filed with the SEC on November 19, 2001.
All documents filed by the Company with the Commission subsequent to
the date of this Registration Statement pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
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 the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes 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 statements so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement, except as indicated herein.
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ITEM 4. DESCRIPTION OF SECURITIES.
The Company is authorized to issue 200,000,000 shares of common stock, par
value $.0001 per share (the "Common Stock"). As of November 16, 2001,
approximately 23,097,790 shares of Common Stock were issued and outstanding.
The Company is also authorized to issue 10,000,000 shares of preferred
stock, par value $.0001 per share (the "Preferred Stock"). As of September 30,
2001, approximately 2,766,798 shares of Preferred Stock were issued and
outstanding.
The Common Stock, the securities to be registered pursuant to this
Registration Statement on Form S-8, entitle the holders to the following rights:
Voting Rights: Holders of shares of Common Stock are entitled to one vote
per share on all matters submitted to a vote of the shareholders. Shares of
Common Stock do not have cumulative voting rights; accordingly, the holders of a
majority of the shareholder votes eligible to vote and voting for the election
of the Board of Directors can elect all members of the Board of Directors.
Dividend Rights: Holders of record of shares of Common Stock are entitled
to receive dividends when and if declared by the Board of Directors out of funds
of the Company legally available therefor.
Liquidation Rights: Upon any liquidation, dissolution or winding up of the
Company, holders of shares of Common Stock are entitled to receive pro-rata all
of the assets of the company available for distribution to shareholders after
any distributions are made to the holders of the Preferred Stock.
Preemptive Rights: Holders of Common Stock do not have any preemptive
rights to subscribe for or to purchase any stock, obligations or other
securities of the Company.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Section 78.7502 of the Nevada General Corporation Law ("NGCL")
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another
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entity, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. With respect to actions or
suits by or in the right of the corporation, section 78.7502 provides that a
corporation may indemnify those serving in the capacities mentioned above
against expenses, including amounts paid in settlement and attorneys' fees
actually and reasonably incurred in connection with the defense or settlement of
the action or suit, provided that such person acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation. To the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding, or in defense of any claim, issue or
matter therein, the corporation shall indemnify him against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection with the
defense.
Section 78.751 of the NGCL provides that the articles of incorporation,
the bylaws or an agreement made by the corporation may provide that the expenses
of officers and directors incurred in defending an action, suit or proceeding
must be paid by the corporation in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined that
he is not entitled to be indemnified by the corporation. Section 78.751 further
provides that indemnification and advancement of expense provisions contained in
the NGCL shall not be deemed exclusive of any rights to which a director,
officer, employee or agent may be entitled, whether contained in the articles of
incorporation or any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, provided, however, that no indemnification may be made
to or on behalf of any director or officer if a final adjudication establishes
that his acts or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action
(b) The articles of incorporation of the Company provide that the Company
shall indemnify any and all persons who may serve at any time as directors or
officers or who at the request of the Board of Directors of the Company may
serve or at any time have served as directors or officers of another corporation
in which the Company at such time owned or may own shares of stock or of which
it was or may be a creditor, and their respective heirs, administrators,
successors and assignees, against any and all expenses, including amounts paid
upon judgments, counsel fees and amounts paid in settlement (before or after
suit is commenced), actually and necessarily incurred by such persons in
connection with the defense or settlement of any claim, action, suit or
proceeding in which they, or any of them are made parties, or a party, or which
may be asserted against them or any of them, by reason of being or having been
directors or officers or a director or officer of the Company, or such other
corporation, except in relation to matters as to which any such director or
officer or former director or officer or person shall be adjudged in any action,
suit or proceeding to be liable for his own gross negligence or willful
misconduct in the performance of his duty. Such indemnification shall be in
addition to any other rights to which those indemnified may be entitled under
any law, bylaw, agreement, vote of shareholders or otherwise.
(c) The bylaws of the Company provide that the Company shall indemnify the
directors and officers of the Company from and against any and all claims,
judgments and liabilities to which such directors or officers shall become
subject by reason of any action or omission alleged to have been taken by such
director or officer, and shall reimburse each director or officer for all legal
and other expenses reasonably incurred by him in connection with any such claim
of liability, provided, however, that no director or officer shall be
indemnified against, or be reimbursed for, any expense incurred in connection
with any claim or liability arising out of his own gross negligence or willful
misconduct.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
Exhibit
Number Description
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5.1* Opinion of Jenkens & Gilchrist Parker Chapin LLP, counsel to the
Company, as to the legality of Common Stock being offered.
23.1* Consent of Feldman Sherb & Co., P.C., independent public
accountants.
23.2* Consent of Jenkens & Gilchrist Parker Chapin LLP (contained in
Exhibit 5.1).
24.1* Powers of Attorney of certain directors and officers of the
Company.
99.1* Marketing and Consulting Agreement dated as of January 17, 2002 by
and between the Company and M. Robert Walker.
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* Filed herewith.
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ITEM 9. UNDERTAKINGS.
The Company 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 this 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, as amended (the "Securities Act"), 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the 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 Company 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 Company 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, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing this 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 Fargo, state of Florida,
on this 17th day of January, 2002.
LIGHT MANAGEMENT GROUP, INC.
By: /s/ Barrington L. Simon
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Name: Barrington L. Simon
Title: Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints each of Barrington L. Simon and Donald Iwacha each as
his true and lawful attorney-in-fact and agent, for him and in his name, place
and stead, in any and all capacities, each with full power to act alone, to sign
any and all amendments to this Registration Statement, and to file each such
amendment to this Registration Statement with all exhibits thereto, and any and
all documents in connection therewith, with the Commission, hereby granting unto
each attorney-in-fact and agent full power and authority to do and perform any
and all acts and things required and necessary to be done, as fully and to all
intents and purposes as, he might or could do in person, hereby ratifying and
confirming all that each attorney-in-fact and agent may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the 17th day of January, 2002 indicated.
Signature Title
--------- -----
/s/ Donald Iwacha
- ----------------------------- President and Chief Executive Officer
Name: Donald Iwacha
/s/ Ian Brock
- ----------------------------- Director
Name: Ian Brock
/s/ Barrington L. Simon
- ----------------------------- Chairman of the Board and Director
Name: Barrington L. Simon
/s/ Dr. Arkadi Rozenchtein
- ----------------------------- Director
Name: Dr. Arkadi Rozenchtein
/s/ Austin Thorne
- ----------------------------- Director
Name: Austin Thorne
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
5.1* Opinion of Jenkens & Gilchrist Parker Chapin LLP, counsel to the
Company, as to the legality of Common Stock being offered.
23.1* Consent of Feldman Sherb & Co., P.C., independent public
accountants.
23.2* Consent of Jenkens & Gilchrist Parker Chapin LLP (contained in
Exhibit 5.1).
24.1* Powers of Attorney of certain directors and officers of the
Company.
99.1* Marketing and Consulting Agreement dated as of January 17, 2002 by
and between the Company and M. Robert Walker.
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* Filed herewith