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As filed with the Securities and Exchange Commission on February 20, 1998
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PH Group Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Ohio
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(State or Other Jurisdiction of Incorporation or Organization)
31-1202180
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(I.R.S. Employer Identification No.)
2365 Scioto Harper Drive, Columbus, Ohio 43204
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(Address of Principal Executive Offices) (Zip Code)
PH Group Inc. Employee Stock Purchase Plan
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(Full Title of the Plan)
Kenneth J. Warren, Esq.,
5920 Cromdale Drive, Suite 1, Dublin, Ohio 43017
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(Name and Address of Agent For Service)
614-766-1960
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Telephone Number, Including Area Code, of Agent For Service.
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share* offering price* registration fee
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Common Shares, without par value 250,000 $3.12 $780,000 $230
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* The proposed maximum offering price per share of $3.00 is based upon the
average of the bid and asked prices on the Electronic Bulletin Board on
February 17, 1998 pursuant to paragraph (c) and (h) of Rule 457.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below are incorporated by
reference in this Registration Statement; and all documents subsequently filed
by PH Group Inc., an Ohio corporation (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 hereunder 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 part hereof from the date of
filing of such documents.
(a) The Registrant's latest Annual Report on Form 10-KSB (Commission
File No. 0-8115), filed pursuant to Section 13(a) of the
Exchange Act.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
Registrant's annual report referred to in (a) above.
(c) The description of the Registrant's Common Shares contained in
the Registrant's Current Report on Form 8-K, dated February 4,
1998 (Commission File No. 0-8115), including any amendment or
report filed for the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Shares of the Registrant will be passed upon
for the Registrant by Kenneth J. Warren, Esq., Dublin, Ohio. Mr. Warren, by
reason of his being a member of Phoenix Management, Ltd., has a pecuniary
interest of 3.167% (9,816 shares) in the Common Shares of which Phoenix is the
beneficial owner; has options to purchase 7,500 Common Shares of Registrant; and
is the Secretary of Registrant.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 1701.13 of the Ohio General Corporation Law ("Section 1701.13")
provides that an Ohio corporation may indemnify its directors and officers,
under certain circumstances, against expenses (including attorneys' fees) and
other liabilities actually and reasonably incurred by them as a result of any
suit brought against them in their capacity as a director or officer, if they
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, if they had no reasonable cause to believe their
conduct was unlawful. Section 1701.13 also provides that directors and officers
may also be indemnified against expenses (including attorneys' fees) incurred by
them in connection with a derivative suit if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification may be made without court
approval if such person was adjudged liable to the corporation.
Article VII of the Registrant's Amended Articles of Incorporation, as
amended, requires the Registrant to indemnify its officers and directors to the
fullest extent not prohibited by law which indemnification may, in fact, exceed
the scope of the indemnity expressly authorized by Section 1701.13.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not Applicable.
ITEM 8. EXHIBITS.
The following Exhibits are filed as part of this Registration
Statement:
(4) Instruments Defining the Rights of Security Holders.
4.1. See Articles III, IV, V and VI of the Amended and Restated
Articles of Incorporation of the Registrant (reflecting the
Registrant's Amended Articles of Incorporation and all
amendments thereto) (incorporated by reference to Exhibit 3.1
of Registrant's Quarterly Report on Form 10-QSB for the
quarterly period ended March 31, 1997 (Commission File No.
0-8115).
4.2. See Article I, Sections 1(F), 2 and 3 of Article II, Article
IV and Sections 1 and 3 of Article V of the Company's Amended
and Restated Code of Regulations (reflecting the Registrant's
Code of Regulations and all amendments thereto) (incorporated
by reference to Exhibit 3.2 of Registrant's Quarterly Report
on Form 10-QSB for the quarterly period ended March 31, 1997
(Commission File No. 0-8115)).
(5) Opinion re Legality.
5.1. Opinion of Kenneth J. Warren, Esq. as to the validity of the
Common Shares being registered hereunder.
(23) Consents of Experts and Counsel.
23.1. Consent of Greene & Wallace, Inc.
23.2. Consent of Kenneth J. Warren, Esq. is set forth as part of
Exhibit 5.1 above.
(24) Powers of Attorney.
24.1. Powers of Attorney.
24.2. Certified copy of resolution of Registrant's Board of
Directors authorizing officers and directors signing on behalf
of the Registrant to sign pursuant to a power 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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
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(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 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.
(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 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.
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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 the City of Columbus, State of Ohio, on this 19th day of
February, 1998.
PH GROUP INC.
(Registrant)
By: /s/ CHARLES T. SHERMAN
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Charles T. Sherman
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 19, 1998.
Signature Title
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CHARLES T. SHERMAN* Director, Chairman of the Board, President and Chief
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Charles T. Sherman officer)
KENNETH P. FURLONG* Treasurer (principal accounting officer)
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Kenneth P. Furlong
Director
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Bob Binsky
ALIDA BREEN* Director
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Alida Breen
MICHAEL W. GARDNER* Director
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Michael W. Gardner
DAVID H. MONTGOMERY* Director
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David H. Montgomery
TERRY SANBORN* Director
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Terry Sanborn
*Charles T. Sherman, by signing his name hereto, does sign this document on
behalf of the person indicated above pursuant to a Power of Attorney duly
executed by such person.
By:/s/CHARLES T. SHERMAN
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Charles T. Sherman, Attorney-in-Fact
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EXHIBIT INDEX
PAGE IN
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION COPY
4.1. See Articles III, IV and V of the Amended and Restated Articles *
of Incorporation of Registrant (reflecting the Registrant's
Amended Articles of Incorporation and all amendments thereto)
(incorporated by reference to Exhibit 3.1 of Registrant's
Quarterly Report on Form 10-QSB for the quarterly period ended
March 31, 1997 (the "Form 10-QSB")).
4.2. See Article I, Section 1(F), 2 and 3 of Article II, Article IV *
and Sections 1 and 3 of Article V of the Amended and Restated
Code of Regulations of Registrant (reflecting the Registrant's
Code of Regulations and all amendments thereto) (incorporated by
reference to Exhibit 3.2 of the Form 10-QSB).
5.1. Opinion of Kenneth J. Warren, Esq., as to the validity of the Common 7
Shares being registered hereunder.
23.1. Consent of Greene & Wallace, Inc. 9
23.2. Consent of Kenneth J. Warren, Esq., is set forth as part of Exhibit
5.1 above.
24.1. Powers of Attorney. 10
24.2. Certified copy of resolution of Registrant's Board of Directors authorizing 16
officers and directors signing on behalf of the Registrant to sign pursuant to a
power of attorney.
* Incorporated by reference