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As filed with the Securities and Exchange Commission on September 22, 2005
Registration Statement 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
AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
(Exact name of registrant as specified in its charter)
Utah 87-0375093
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(State or other jurisdiction (IRS employer
of incorporation) identification no.)
714 Fairview Rd., Greer, South Carolina 29651
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(Address of principal executive offices) (Zip code)
ED RENSI EMPLOYMENT AGREEMENT
(Full Title of the Plan)
Eric L. Robinson
BLACKBURN & STOLL, LC
257 East Second South, Suite 800
Salt Lake City, UT 84111 (801) 521-7900
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be to be Offering Price Aggregate Registration
Registered Registered (1) Per Share (2) Offering Price(2) Fee (2)(3)
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Common Stock, par value $.01 1,000,000 $.22 $220,000 $26
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(1) 1,000,000 shares which may be issued to Mr. Ed Rensi under an Employment
Agreement by and between the Company and Mr. Rensi.
(2) Estimated solely for the purpose of calculating the registration fee,
computed pursuant to Rules 457(c) and (h) under the Securities Exchange Act
of 1933, as amended, on the basis of the average of the high and low prices
of a share of the Registrant's common stock, $.01 par value, as reported on
the OTC Bulletin Board on September 21, 2005.
(3) Registration Fee is calculated on the basis of $117.70 per $1,000,000 of
the Proposed Maximum Aggregate Offering Price.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by American Consolidated
Management Group (the "Company or "ACMG") with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this registration
statement:
o Annual Report on Form 10-KSB, for the year ended December 31,
2004,
o Quarterly Report on Form 10-QSB for the period ended March 31,
2005,
o Quarterly Report on Form 10-QSB for the period ended June 30,
2005,
o Current Report on Form 8-K filed on February 28, 2005,
o Current Report on Form 8-K filed on March 2, 2005, and
o The description of the Registrant's common stock set forth in
the Registrant's registration statement filed on Form 10
pursuant to Section 12 of the Securities Exchange Act on
September 15, 1992, including any amendment or report filed
with the Commission for the purpose of updating this
description.
Any report (or portion thereof) "furnished" on Form 8-K shall not be
incorporated by reference.
All documents subsequently filed by ACMG pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment that indicates that all securities offered have
been sold or that 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 filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
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 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.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Utah Revised Business Corporation Act permits the Company to
indemnify its directors, officers, employees and agents, subject to limitations
imposed by the Utah Revised Business Corporation Act. The Company has made no
other arrangements with its directors and officers regarding indemnification.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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4.1 Ed Rensi Employment Agreement
4.2 Articles of Restatement of Articles of Incorporation
(Incorporated by reference to Exhibit 3(i).1 of the Company's
Quarterly Report on Form 10-QSB, dated June 30, 2002)
4.3 Bylaws of the Company (Incorporated by reference to Exhibit
3(ii).1 of the Company's Quarterly Report on Form 10-QSB,
dated March 31, 2005)
5.1 Opinion of Blackburn & Stoll, LC
23.1 Consent of Blackburn & Stoll, LC (contained in Exhibit 5.1
hereto)
23.2 Consent of Independent Registered Public Accountants
24.1 Power of Attorney (included on signature pages hereto)
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement
to:
(i) Include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act").
(ii) Reflect in the prospectus any facts or events
which, individually or together, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) Include any additional or changed material
information on the plan of distribution.
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the
securities offered, and that 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 securities that remain unsold at the end of the
offering.
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 Greer, State of South Carolina, on September 22,
2005.
AMERICAN CONSOLIDATED MANAGEMENT GROUP, INC.
By /s/ Herschel J. Walker
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Herschel J. Walker
President and CEO
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below in so signing also makes, constitutes and appoints William Moeller
as true and lawful attorney-in-fact and agent with full power of substitution
and resubstitution for him and in his name, place and stead, in any and all
capacities to execute and cause to be filed with the Securities and Exchange
Commission any and all amendments (including pre-effective and post-effective
amendments) to this registration statement, with exhibits thereto and other
documents in connection therewith, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to all
intents and purposes as he might or could do in person, and hereby ratifies and
confirms said attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
/s/ Herschel J. Walker President and Director September 22, 2005
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Herschel J. Walker
/s/ George E. Mappin CFO, Secretary, Acting September 22, 2005
- ---------------------------- Treasurer and Director
George E. Mappin