SEC FILE NUMBER ___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COMTECH CONSOLIDATION GROUP, INC.
(Exact name of Registrant as filed in its Charter)
Delaware 7375;8082 76-0544385
(State other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code) Identification Number)
Comtech Consolidation Group, Inc.
10690 Shadow Wood Drive, Suite 101
Houston, Texas 77043
(Address of Principal Executive Office)
(713) 554-2244
(Issuer's Telephone Number, including Area Code)
COMTECH CONSOLIDATION GROUP, INC.
YEAR 2001 COMPENSATION PLAN
Walter D. Davis
Comtech Consolidation Group, Inc.
10690 Shadow Wood Drive, Suite 101
Houston, Texas 77043
(name and address for agent for service)
(713) 554-2244
(telephone number for agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to Proposed Maximum Proposed Maximum Amount of
to be Registered be Registered(1) Price per Share(2) Aggregate Offering Price(2) Registration Fee
$0.00967 par
value common 8,000,000 $0.011 $88,000 $25.00
voting stock
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(1) Represents the maximum number of shares which may be distributed
pursuant to this Registration Statement.
(2) Estimated pursuant to Rule 457(h) of the Securities Act of 1933, as
amended, solely for purposes of calculating the registration fee based upon the
price of the common stock to be issued under the Plan.
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, to wit:
(a) The Registrant's 10-KSB Annual Report for the calendar year ended
December 31, 1999, filed with the Commission;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since
December 31, 1999.
(c) Not applicable.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 also be
deemed to be incorporated by reference into this Registration Statement and
made a part hereof from the date of the filing of such documents.
ITEM 4 DESCRIPTION OF SECURITIES
The Company's Common Stock is registered under Section 12(g) of
the Securities Exchange Act of 1934.
ITEM 5 INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6 INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
The Company's charter and bylaws provide for indemnification of
its directors and executive officers. Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"), may be applicable to directors and executive officers 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. The foregoing discussion of our Bylaws is not intended to be
exhaustive and is qualified in its entirety by the Bylaws.
ITEM 7 EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8 EXHIBITS
Exhibit Number
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5.1 Opinion of Axelrod, Smith & Kirshbaum
23.1 Consent of R. E. Bassie & Co, P.C., independent certified
public accountant
23.2 Consent of Axelrod, Smith & Kirshbaum (included in Exhibit 5.1
to this Registration Statement)
ITEM 9 UNDERTAKINGS
(a) The Registrant will:
(1) File, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement
to include any additional or changed material information on
the plan of distribution.
(2) For the purpose of determining any liability under the
Securities Act, treat each post-effective amendment as a new
registration statement of the securities offered, and the
offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any
of the shares that remain unsold at the end of the offering.
(h) 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 the 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
questions of 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 1933 Act, 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, on the date
or dates appearing opposite the respective signatures hereto.
Comtech Consolidation Group, Inc.
Date: March 19, 2001 By: /s/ Walter D. Davis
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Walter D. Davis, Chief Executive Officer, Director
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Date: March 19, 2001 By: /s/ Walter D. Davis
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Walter D. Davis, Chief Executive Officer, Director
Date: March 19, 2001 By: /s/ Lamont J. Waddell
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Lamont J. Waddell, Chief Financial Officer, Director
Date: March 19, 2001 By: /s/ Vincent E. Alexander
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Vincent E. Alexander, Director
Date: March 19, 2001 By: /s/ Dr. Beatrice Beasley
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Dr. Beatrice Beasley, Director
Date: March 19, 2001 By: /s/ Jesse Funchess, JD
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Jesse Funchess, JD, Director
SECURITIES AND EXCHANGE COMMISSION FILE NO. ______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COMTECH CONSOLIDATION GROUP, INC.
EXHIBIT INDEX
Exhibit
Number
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5.1 Opinion of Axelrod, Smith & Kirshbaum
23.1 Consent of R.E. Bassie & Co., P.C., independent certified public accountant
23.2 Consent of Axelrod, Smith & Kirshbaum (included in Exhibit 5.1 to this
Registration Statement)