SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
DIVERSIFIED RESOURCES GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
Utah 84-0771180
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(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
355 Interstate Blvd.
Sarasota, Florida 34240
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(Address of Principal Executive Offices)
(941) 923-1949
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(Issuer's Telephone Number, including Area Code)
Long Term Incentive Plan
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(Full Title of the Plan)
Mark Daniels
355 Interstate Blvd.
Sarasota, Florida 34240
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(Name and Address of Agent for Service)
(941) 923-1949
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(Telephone Number, Including Area Code, of Agent for Service)
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, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to Amount to Price per Aggregate Registration
be Registered be Registered (1)Unit/Share Offering Price Fee (2)
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$0.005 par 23,080,808 $0.0099 $228,500 $54.61
value common
voting stock
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(1) That for the first 90 days following the filing of the S-8
Registration Statement, all of such shares shall be resold
pursuant to the provisions of Rule 144 of the Securities and
Exchange Commission, save for the "Notice" filing requirements
(unless the selling stockholder is a director, executive officer
or an "affiliate" of the Company, and then the requisite "Notice"
on Form 144 shall also be filed).
(2) Calculated according to Rule 230.457(h) of the Securities and
Exchange Commission, based upon the exercise price of the options
covering the underlying common stock to be issued under the Plan.
PART I
Item 1. Plan Information.
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Plan.
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(a) General Plan Information.
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(1) The name of the Plan is the "Long Term Incentive Plan" and the
name of the Registrant of the securities under the Plan is "Diversified
Resources Group, Inc.," a Utah corporation (the "Registrant").
(2) The purpose of the Plan is to promote the success and enhance
the value of the Registrant by linking the personal interests of its key
employees to those of its stockholders and by providing its key employees and
consultants with an incentive for outstanding performance. The Plan is
further intended to provide flexibility to the Registrant in its ability to
motivate, attract and retain the services of employees upon whose judgment,
interest and special effort the successful conduct of the Registrant's
operation is largely dependent.
The Plan was executed as of October 22, 2001. With the approval of
the Registrant's Board of Directors, at any time and from time to time, the
Committee administering the Plan may terminate, amend or modify the Plan.
However, without approval of the shareholders of the Registrant or other
conditions (as may be required by the Internal Revenue Code of 1986, as
amended (the "Code"), by the insider trading rules of Section 16 of the
Securities Exchange Act of 1934, as amended, by any national securities
exchange or system on which the Registrant's common stock is listed or
reported, or by a regulatory body having jurisdiction), no such termination,
amendment, or modification may:
(i) Materially increase the total number of shares of common stock
that may be issued under the Plan, except in the event of
certain changes in the Registrant's capital structure;
(ii) Materially modify the eligibility requirements for participation
in the Plan; or
(iii) Materially increase the benefits accruing to participants
under the Plan.
No termination, amendment, or modification of the Plan shall
adversely affect in any material way any award previously granted under the
Plan, without the written consent of the participant.
(3) The Plan is not subject to the Employment Retirement Security
Act of 1974.
(4) Additional information about the Plan may be obtained from Mark
Daniels, President and Secretary, at 355 Interstate Blvd., Sarasota, Florida
34240; telephone (941) 923-1949. The Plan is administered by a Committee that
is appointed by, and shall serve at the discretion of, the Registrant's Board
of Directors.
The Committee has the exclusive power, authority and discretion to:
(i) Designate participants;
(ii) Determine the type or types of options to be granted to each
participant;
(iii) Determine the number of options to be granted and the number
of shares of stock to which an option will relate;
(iv) Determine the terms and conditions of any option granted
under the Plan, including but not limited to, the exercise
price, any restrictions or limitations on the option, any
schedule for lapse of forfeiture restrictions or
restrictions on the exercisability of an option, and
accelerations or waivers thereof, based in each case on such
considerations as the Committee in its sole discretion
determines;
(v) Determine whether, to what extent, and under what
circumstances an option may be settled in, or the exercise
price of an option may be paid in, cash, stock or other
property, or an option may be canceled, forfeited or
surrendered;
(vi) Prescribe the form of each option agreement, which need not
be identical for each participant;
(vii) Decide all other matters that must be determined in
connection with an option award;
(viii) Establish, adopt or revise any rules and regulations as it
may deem necessary or advisable to administer the Plan; and
(ix) Make all other decisions and determinations that may be
required under the Plan or as the Committee deems necessary
or advisable to administer the Plan.
All of the members of the Committee are also members of the
Registrant's Board of Directors. The Committee members serve until the Board
of Directors' appointment and qualification of their successors or their prior
death, termination or resignation.
A copy of the Plan is attached hereto and incorporated herein by
reference.
(b) Securities to be Offered.
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A total of 23,080,808 shares of the Registrant's $0.005 par value
common stock may be offered pursuant to the Plan.
In the event a stock dividend is declared upon the Registrant's
common stock, the shares of stock then subject to each Option shall be
increased proportionately without any change in the aggregate purchase price
therefor. In the event the stock shall be changed into or exchanged for a
different number or class of shares of stock or of another corporation,
whether through reorganization, recapitalization, stock split-up, combination
of shares, merger or consolidation, there shall be substituted for each such
share of stock then subject to each Option the number and class of shares of
stock into which each outstanding share of stock shall be so exchanged, all
without any change in the aggregate purchase price for the shares then subject
to each Option.
(c) Employees Who May Participate in the Plan.
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Awards may be granted only to individuals who are officers, key
employees, outside consultants or directors of the Registrant or a subsidiary,
as determined by the Committee.
(d) Purchase of Securities Pursuant to the Plan and Payment for
Securities Offered.
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The Committee has the exclusive power to determine the exercise
price, grant price or purchase price of all awards, provided that:
(i) the exercise price for any option shall not be less than the
fair market value of the Registrant's common stock as of the date of the
grant;
(ii) the aggregate fair market value of all shares of stock with
respect to which incentive stock options are first exercised by a participant
in any calendar year may not exceed $100,000; and
(iii) incentive stock options that are granted to any individual who,
at the date of the grant, owns stock having more than 10% of the total
combined voting power of all classes of the Registrant's common stock may only
be granted at a price that is not less than 110% of the fair market value of
the Registrant's common stock on the date of grant and the option is
exercisable for no more than five years from the date of grant.
The Committee shall determine the time or times at which an option
may be exercised in whole or in part and the methods by which the exercise
price may be paid, and the form of payment (including "cashless" exercise).
The shares of common stock to be issued under the Plan are to be authorized
and unissued shares or treasury shares.
(e) Resale Restrictions.
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All stock certificates delivered under the Plan are subject to any
stop-transfer orders and other restrictions as the Committee deems necessary
or advisable to comply with federal or state securities laws, rules and
regulations and the rules of any national securities exchange or automated
quotation system on with the stock is listed, quoted, or traded. The Committee
may place legends on any stock certificate to reference restrictions
applicable to the stock. Legends shall be placed upon the stock certificates
issued under the Plan to coincide with the limitations of the granting
resolutions which provide that for the first 90 days following the filing of
the S-8 Registration Statement, all of such shares shall be resold pursuant to
the provisions of Rule 144 of the Securities and Exchange Commission, save for
the "Notice" filing requirements (unless the selling stockholder is a
director, executive officer or an "affiliate" of the Company, and then the
requisite "Notice" on Form 144 shall also be filed).
(f) Tax Effects of Plan Participation.
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The Plan participants will recognize income on the value of the
securities received for the services rendered and the Registrant will
recognize an expense for the value of the securities paid for the services.
(h) Withdrawal from the Plan; Assignment of Interest.
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No right or interest of a participant in any award may be pledged,
encumbered, or hypothecated to or in favor of any party other than the
Registrant or a subsidiary of the Registrant, or shall be subject to any lien,
obligation, or liability of such participant to any other party other than the
Registrant or a subsidiary. No award shall be assignable or transferable by a
participant other than the designation of a beneficiary to exercise the rights
of the participant and to receive any distribution with respect to any award
upon the participant's death, or by will or the laws of descent and
distribution or, except in the case of an incentive stock option, pursuant to
a court order that would otherwise satisfy the requirements to be a domestic
relations order as defined in Section 414(p)(1)(B) of the Code, if the order
satisfies Section 414(p)(1)(A) of the Code notwithstanding that such an order
relates to the transfer of a stock option rather than an interest in an
employee benefit pension plan. In the award agreement for any award other than
an award that includes an incentive stock option, the Committee may allow a
participant to assign or otherwise transfer all or a portion of the rights
represented by the award to specified individuals or classes of individuals,
or to a trust benefitting such individuals or classes of individuals, subject
to such restrictions, limitations, or conditions as the Committee deems to be
appropriate.
(i) Forfeitures and Penalties.
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The Committee has the exclusive power to determine whether, to what
extent and under what circumstances an award may be canceled, forfeited, or
surrendered.
In no event may any incentive stock option be exercisable for more
than 10 years from the date of its grant. In addition, an incentive stock
option shall lapse under the following circumstances:
(i) Three months after the participant's termination of employment,
if the termination of employment was attributable to (a)
disability, (b) retirement or (c) for any other reason, provided
that the Committee has approved, in writing, the continuation of
any incentive stock option outstanding on the date of the
participant's termination of employment;
(ii) If the participant separates from employment other than as
provided in paragraph (i), the incentive stock option shall
lapse at the time of the participant's termination of
employment;
(iii) If the participant dies before the option lapses as discussed
above, the incentive stock option shall lapse, unless it is
previously exercised, on the earlier of (a) the date on which
the option would have lapsed had the participant lived and had
his employment status (i.e., whether the participant was
employed by the Registrant on the date of his death or had
previously terminated employment) remained unchanged; or (b) 15
months after the date of the participant's death. Upon the
participant's death, any exercisable incentive stock options may
be exercised by the participant's legal representative or
representatives, by the person or persons entitled to do so
under the participant's last will and testament, or, if the
participant shall fail to make testamentary disposition of such
incentive stock option or shall die intestate, by the person or
persons entitled to receive said incentive stock option under
the applicable laws of descent and distribution.
Item 2. Registrant Information and Employee Plan Annual Information.
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Available Information.
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Copies of the Plan, 10-KSB Annual Report of the Registrant for the
year ended December 31, 2000, all 10-QSB Quarterly Reports and any Current
Reports filed with the Securities and Exchange Commission (the "Commission")
during the past 12 months have been provided to the Plan participants.
The Registrant also undertakes to furnish, without charge, to such
participants or person purchasing any of the securities registered hereby,
copies of all of such documentation. Requests should be directed to Mark
Daniels, President and Secretary, at the address and telephone appearing on
the Cover Page of this Registration Statement.
Additional information regarding the Registrant may be reviewed at
the Commission's web site www.sec.gov.
PART II
Information Required in the Registration Statement
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Item 3. Incorporation of Documents by Reference.
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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, 2000, filed with the Commission on or
about October 10, 2001;
(b) All other reports filed pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act")
for the past twelve months;
(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.
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The Registrant is authorized to issue two classes of securities,
being comprised of $0.005 par value common voting stock and $0.10 par value
preferred stock.
The holders of the $0.005 par value common stock of the Registrant
have traditional rights as to voting, dividends and liquidation. All shares
of common stock are entitled to one vote on all matters; there are no
pre-emptive rights and cumulative voting is not allowed. The common stock is
not subject to redemption and carries no subscription or conversion rights.
In the event of liquidation of the Registrant, the holders of common stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities.
Item 5. Interest of Named Experts and Counsel.
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Leonard W. Burningham, Esq., who has prepared this Registration
Statement, the Plan and an Opinion regarding the authorization, issuance and
fully-paid and non-assessable status of the securities covered by this
Registration Statement, presently owns no shares of common stock of the
Registrant and is not deemed to be an affiliate of the Registrant or a person
associated with an affiliate of the Registrant.
Item 6. Indemnification of Directors and Executive Officers.
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Under the Utah Revised Business Corporation Act, a corporation has
the power to indemnify any person who is made a party to any civil, criminal,
administrative or investigative proceeding, other than an action by or in the
right of the corporation, by reason of the fact that such person was a
director, officer, employee or agent of the corporation, against expenses,
including reasonable attorneys' fees, judgments, fines and amounts paid in
settlement of any such actions; provided, however, in any criminal proceeding,
the indemnified person shall have had no reason to believe the conduct
committed was unlawful.
Item 7. Exemption from Registration Claimed.
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None.
Item 8. Exhibits.
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Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Leonard W. Burningham, Esq.
23.2 Consent of HJ & Associates
Certified Public Accountants
99.1 Participants Letter
99.2 Responses to Participants Letter
99.3 Long Term Incentive Plan
Item 9. Undertakings.
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The undersigned Registrant hereby undertakes:
(a) (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 (the
"1933 Act");
(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; and
(iii) To include any additional or changed 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, only to the extent required
by the general rules and regulations of the
Commission.
(2) That, for the purpose of determining any liability under
the 1933 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.
(b) That for purposes of determining any liability under the 1933
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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
1933 Act, as amended, may be permitted to directors, executive
officers and controlling persons of the Registrant as outlined
above or otherwise, the Registrant has been advised that in the
opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 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,
executive officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, executive 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 of whether such
indemnification by it is against public policy as expressed in
the 1933 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.
REGISTRANT:
Date: 3/20/02 By/s/Mark Daniels
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Mark Daniels
President, Secretary and Director
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons (who constitute all
of the members of the Board of Directors of the Registrant) in the capacities
and on the date indicated.
Date: 03/20/20 By/s/Mark Daniels
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Mark Daniels
President, Secretary and Director
Date: 2/28/02 By/s/Carl L. Smith
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Carl L. Smith, Director
Date: 3/22/02 By/s/Christopher R. Beck
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Christopher R. Beck
Director
Date: By/s/Victor Miller
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Victor Miller
Director
Date: 03/20/02 By/a/Mark Daniels POA for Fred Daniels
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Fred Daniels
Director
Securities and Exchange Commission File No. 0-30492
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
DIVERSIFIED RESOURCES GROUP, INC.
EXHIBIT INDEX
Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Leonard W. Burningham, Esq.
23.2 Consent of HJ & Associates
Certified Public Accountants
99.1 Participants Letter
99.2 Response to Participants Letter from Vikki Cook
99.3 Response to Participants Letter from Matthew Veal
99.4 Response to Participants Letter from O. Howard Davidsmeyer Jr.
99.5 Response to Participants Letter from Steve Wagoner
99.6 Response to Participants Letter from Tim Wilkins
99.7 Long Term Incentive Plan