As filed with the U.S. Securities and Exchange Commission on July 14, 2000.
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Diversified Technologies Group, Inc.
Exact name of registrant as specified in its charter)
Delaware 54-0356301
(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
13355 Noel Rd., Ste. 500, Dallas, Texas 75240
(Address of Principal Executive Offices, including ZIP Code)
2000 Stock Option Plan
(Full title of the plan)
Mark S. Pierce, 460 Ogden St., Denver, Colorado 80218
(Name and address of agent for service)
(303) 282-0083
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
==============================================================================================
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be Registered to be Registered ffering Price per Aggregate Offering Registration
Share Price Fee
==============================================================================================
$.001 par Value 1,000,000 shares $1.00 per share $1,000,000 $264
Common Stock
- ----------------------------------------------------------------------------------------------
TOTALS 1,000,000 shares $1,000,000 $264
==============================================================================================
PROSPECTUS
DIVERSIFIED TECHNOLOGIES GROUP, INC.
13355 Noel Rd., Ste. 500, Dallas, Texas 75240
(1,000,000 SHARES of Common Stock)
This Prospectus relates to the Diversified Technologies Group, Inc., 2000 Stock
Option Plan dated June 30, 2000, ("Plan"). Under the Plan, officers, directors,
agents, consultants, advisors and employees of and to Diversified Technologies
Group, Inc., a Delaware corporation ("Company"), and its subsidiaries, if any,
are eligible to receive options to acquire shares of the $.001 par value per
share common stock of the Company ("Options" and "Common Stock," respectively).
The Company is registering hereunder and then subsequently issuing up to
1,000,000 post-split shares of Common Stock to cover the Options granted over
the term of the Plan. Options issued under the Plan and/or the underlying Common
Stock may be or become subject to restrictions on transfer, and until any
imposed restrictions lapse, are subject to forfeiture by the holder upon the
occurrence of certain events. Options and Common Stock which are subject to
forfeiture will be held in escrow by the Company until such time as the imposed
restrictions lapse. (See "General Information Regarding the Plan - Restrictions
on Transfer; Voting and Dividend Rights" and "General Information Regarding the
Plan - Forfeiture.") Sales of Options and the underlying Common Stock by
"affiliates," as defined in "Rules 405 and 144" under the Securities Act of
1933, as amended ("Securities Act"), may not be made without compliance with the
registration and prospectus delivery requirements of the Securities Act, or an
exemption therefrom, such as that provided by Rule 144. The sale of shares by
participants who are not affiliates may be effected without complying with these
requirements. Affiliates may also be subject to Section 16(b) of the Securities
Exchange Act of 1934, as amended ("Exchange Act"). If so, such participants must
comply with the provisions of that section of the Exchange Act as well. (See
"General Information Regarding the Plan - Restrictions on Resales by
Affiliates.")
This Prospectus is part of a Registration Statement which was filed and became
effective under the Securities Act, and does not contain all of the information
set forth in the Registration Statement, certain portions of which have been
omitted pursuant to the rules and regulations promulgated by the U.S. Securities
and Exchange Commission (the "Commission") under the Securities Act. The
statements in this Prospectus as to the contents of any contracts or other
documents filed as an exhibit to either the Registration Statement or any other
filings by the Company with the Commission which are incorporated herein are
qualified in their entirety by reference thereto. A copy of any document or part
thereof incorporated by reference in this Prospectus but not delivered herewith
will be furnished without charge upon written or oral request. Requests should
be addressed to: Management Compensation Committee, c/o Diversified Technologies
Group, Inc., 13355 Noel Rd., Ste. 500, Dallas, TX 75240. The Company is subject
to the reporting requirements of the Exchange Act and in accordance therewith
files reports and other information with the Commission. These reports, as well
as the proxy statements, information statements and other information filed by
the Company under the Exchange Act, if any, may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies may be obtained at the prescribed rates. In
addition, copies of these reports, proxy statements, information statements and
other information may also be examined at the offices of the National
Association of Securities Dealers, Inc. ("NASD"), at 1735 K St., N.W.,
Washington, D.C. 20549.
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any person to whom it is
unlawful to make an offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstance, create an
implication that there has not been a change in the affairs of the Company since
the date hereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 14, 2000
TABLE OF CONTENTS
GENERAL INFORMATION REGARDING THE PLAN.......................................1
Issuer..................................................................1
Purposes................................................................1
Term; Shares of Common Stock Subject to Plan............................1
Administration..........................................................1
Eligible Participants; Non-Qualified Options;
Exercise Price; Term of Options; Tax Effects.........................1
Consideration for Options...............................................1
Restrictions on Transfer; Voting and Dividend Rights....................1
Forfeiture..............................................................2
Recapitalizations; Reorganizations and the Like.........................2
Exercise of Stock Options...............................................2
Restrictions on Resales by Affiliates...................................2
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION...............2
Indemnification.........................................................3
INFORMATION NOT REQUIRED IN PROSPECTUS.......................................3
Item 3. Incorporation of Documents by Reference....................3
Item 4. Description of Securities..................................3
Item 5. Interests of Named Experts and Counsel.....................3
Item 6. Indemnification of Directors and Officers..................3
Item 7. Exemption from Registration Claimed........................4
Item 8. Exhibits...................................................4
Item 9. Undertakings...............................................5
3
GENERAL INFORMATION REGARDING THE PLAN
Issuer. The Company will be the issuer of the Options and the underlying Common
Stock on exercise. The Company maintains its principal executive offices at
13355 Noel Rd., Ste. 500, Dallas, TX 75240.
Purposes. The Plan was adopted on June 30, 2000, by the"Board of Directors," and
is intended to provide a method whereby persons who are interested in the well
being of the Company may be stimulated by personal involvement in the future
prosperity of the Company, thereby advancing the interests of the Company and
its shareholders.
Term; Shares of Common Stock Subject to Plan. The Plan has a ten year term which
began on June 30, 2000. The Plan authorizes the issuance and delivery of up to
1,000,000 post-split shares of Common Stock. No shares had been issued under the
Plan as of the date of this Prospectus.
Administration. The Plan is initially being administered by the Board of
Directors, which may subsequently appoint a committee for this purpose. (For
purposes of this paragraph only, any reference to the Board of Directors also
includes such committee.) The Board of Directors has full authority to determine
the recipients and the Options awarded under the Plan, and may impose
restrictions on the transfer of Options and/or the underlying Common Stock. The
Board of Directors interprets and constructs the provisions of the Plan, is
authorized to adopt rules and regulations for administering the Plan and may
amend the Plan in any respect at any time. The date upon which Options become
exercisable, their exercise price, the basis for determining the price, whether
and under what circumstances the price may be modified, the maximum amount which
may be exercised in any year, whether such amount is cumulative and the period
during which all Options must be exercised will be determined in the sole
discretion of the Board of Directors in accordance with the terms and conditions
of the Plan. The Board of Directors may also amend the Plan from time to time in
their sole discretion, but such amendments will only apply prospectively.
Eligible Participants; Non-Qualified Options; Exercise Price; Term of Options;
Tax Effects. All full-time employees of the Company and/or of its subsidiaries
are eligible as participants in the Plan. Also eligible under the Plan are any
other persons specified under the General Instructions to Form S-8 under the
Securities Act. Awards under the Plan will be based upon the contributions made
by each eligible person to the Company and/or its subsidiaries. Options granted
under this Plan will not be qualified under the Employee Retirement Income
Security Act of 1974, as set forth in the Internal Revenue Code. There is no
limitation to the aggregate fair market value of the Common Stock underlying
Options granted to any individual in a single calendar year under the Plan.
Options will have no more than a ten-year term.
A recipient of Options and the underlying Common Stock on exercise may incur
income tax on the difference between the fair market value of the security
received on the date of receipt and the cost to the recipient of the security;
provided, however, that no tax will be incurred until any and all provisions on
forfeiture, if significant, have lapsed. Each recipient of Options should
consult his or her tax advisor as to the consequences of grant and exercise, as
such consequences depend entirely upon the terms and conditions of the grant and
the circumstances of the recipient at the date of grant and exercise.
Consideration for Options. Options awarded under the Plan will be issued in
consideration of cash, securities, instruments and/or services rendered by the
participant for and on behalf of the Company and/or its subsidiaries.
Restrictions on Transfer; Voting and Dividend Rights. Each participant
immediately becomes the record and beneficial owner of the Options awarded to
him or her under the Plan on the date of award, although the Board of Directors
may impose forfeiture provisions to take effect after the date of grant. Options
are not transferable, other than by will or the laws of descent and
distribution. The Board of Directors will maintain possession of the certificate
representing the Option until exercised. On exercise of an Option, the holder of
the Common Stock received immediately becomes the record owner of the shares and
acquires all beneficial rights of ownership, although the Board of Directors may
impose forfeiture provisions to take effect after the date of exercise. If
forfeiture provisions are imposed, the Board of Directors will maintain
possession of the certificate representing the shares until the provisions on
forfeiture lapse. After exercise, the holder is entitled to all of the rights of
ownership, including the right to vote any shares of Common Stock awarded and to
receive ordinary cash dividends, subject to any restrictions on forfeiture
imposed.
1
The Board of Directors may impose a vesting schedule as to any Option upon award
and as to any shares of underlying Common Stock upon exercise, and may at any
time modify the schedule as to which restrictions upon transfer have not yet
lapsed. Any restriction or forfeiture provisions which may be imposed may lapse
earlier under certain circumstances. (See "Recapitalizations, Reorganizations
and the Like.")
Forfeiture. In the event that an employee ceases to be employed by the Company
or any of its subsidiaries for any reason whatsoever, except termination for
death or permanent or total disability, while holding one or more Options or
non-vested shares of Common Stock, the employee will have the right to exercise
the Option on the termination date only to the extent then exercisable and only
with respect to the unexercised portion thereof and all rights to non-vested
shares of Common Stock on the termination date will lapse.
If the employee dies or becomes permanently or totally disabled while employed
by the Company or any of its subsidiaries, the guardian, legal administrator,
personal representative or administrator of the estate for the person will have
the right to exercise any outstanding Option in full regardless of any other
terms or conditions and any non-vested shares of Common Stock will vest in full.
No transfer of an Option or non-vested Common Stock by will or by the laws of
descent and distribution will be effective to bind the Company unless the
Company has been furnished with written notice and an authenticated copy of the
will and/or such other evidence as the Board of Directors may deem necessary to
establish the validity of the transfer and the acceptance by the transferee or
transferees of the terms and conditions of such Option and/or non-vested Common
Stock.
Recapitalizations; Reorganizations and the Like. In the event the outstanding
Common Stock is subsequently changed into or exchanged for a different number or
kind of shares or other securities, a prompt and equitable adjustment will be
made in the aggregate number and kind of shares of non-vested Common Stock and
shares subject to unexercised Options. Further, upon dissolution or liquidation
of the Company, each outstanding and unexercised Option and non-vested share of
Common Stock will immediately become exercisable or vest, as the case may be.
The foregoing adjustments will be determined solely by the Board of Directors,
whose determination will be final, binding and conclusive.
Exercise of Stock Options. Exercise of an Option may be had, either in whole or
in part, through the payment of the exercise price applicable to the number of
shares of Common Stock to be acquired, either in cash or by cashier's check,
certified check, bank draft or money order made payable to the order of the
Company or by the delivery of instruments or securities.
Restrictions on Resales by Affiliates. In the event that an affiliate of the
Company acquires Common Stock, whether by direct grant or the exercise of an
Option, the affiliate will be subject to Section 16(b) of the Exchange Act. This
means that the affiliate could not sell any shares acquired under the Option for
a period of six months thereafter. Further, in the event that the optionee had
sold any shares of Common Stock in the previous six months preceding the receipt
or exercise of the Option, any so called "profit," as computed under Section
16(b) of the Exchange Act, would be required to be disgorged from the optionee
by the Company or the Commission. Common Stock acquired on exercise of an Option
by other than affiliates are not subject to Section 16(b) of the Exchange Act.
Participants should consult their counsel as to the effects and application of
Section 16(b) of the Exchange Act on them.
DOCUMENTS INCORPORATED BY REFERENCE
AND
ADDITIONAL INFORMATION
The Company incorporates by reference (i) its annual report on Form 10-KSB for
the year ended December 31, 2000, filed pursuant to Section 13 of the Exchange
Act, (ii) any and all Forms 10-QSB under the Exchange Act subsequent to any
filed Form 10-KSB, as well as all other reports filed under Section 13 of the
Exchange Act, and (iii) its annual report, if any, to shareholders delivered
pursuant to Rule 14a-3 of the Exchange Act. In addition, all further documents
filed by the Company pursuant to Sections 13, 14, or 15(d) of the Exchange Act
prior to the termination of this offering are deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date of filing.
2
A copy of any document or part thereof incorporated by reference in the
Registration Statement but not delivered with this Prospectus will be furnished
without charge upon written or oral request. Requests should be addressed to:
Management Compensation Committee, Diversified Technologies Group, Inc., 13355
Noel Rd., Ste. 500, Dallas, Texas 75240.
A copy of the Company's most recent Forms 10-KSB and 10-QSB accompanies the copy
of this Prospectus when furnished to those Plan participants not otherwise
receiving a copy thereof. The Company will promptly furnish, without charge, an
additional copy to any participant who requests it.
Indemnification. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, or persons controlling
the Company, the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
Registrant hereby states that (i) all documents and statements set forth in (a)
through (b), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, 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 filing of such
documents. (a) Registrant's latest annual report, whether of nor filed pursuant
to Sections 13(a) or 15(d) of the Exchange; (b) All other reports filed pursuant
to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the registrant documents referred to in (a), above.
Each common share currently outstanding is fully paid for and nonassessable, and
is entitled to one vote per share on all matters submitted for action by
shareholders. All common shares are equal to each other with respect to the
election of directors and cumulative voting is not permitted; therefore, the
holders of more than 50% of the outstanding common shares can, if they choose to
do so, elect all directors. The terms of directors are not staggered. Directors
are elected annually to serve until the next annual meeting of shareholders and
until their successors are elected and qualified. There are no preemptive rights
to purchase any additional shares of common or other securities of registrant.
In the event of liquidation or dissolution, holders of common shares are
entitled to receive, pro rata, the remaining assets after creditors and holders
of any class of stock having liquidation rights senior to holders of common have
been paid in full. Reference is made to the description of the common shares
prepared in compliance with Item 202 of Regulation S-K in the Form 10 filed with
the U.S. Securities and Exchange Commission to register such shares under
Section 12 of the Exchange Act.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Counsel for the Company is eligible to receive Options under the Plan. It is not
currently anticipated that said counsel will receive a shares under the Plan in
lieu of services performed and costs advanced.
Item 6. Indemnification of Directors and Officers.
The only statute, charter provision, bylaw, contract, or other arrangement under
which any controlling person, director or officer of registrant is insured or
indemnified in any manner against any liability which they may incur in their
capacity as such is set forth under the Delaware Corporation Code, as enacted
and in effect upon adoption of the registrant's articles of incorporation and
bylaws, both of which mirror this statute. The statute and said articles in
substance provide, in part and summary, as follows; however, this summary is
qualified in its entirety by reference to the specific statutory provision:
3
The provisions of this code generally provide that registrant may, but is not
obligated to, indemnify against liability an individual made a party to a
lawsuit because they were previously or are currently a director or officer of
registrant, if such person acted in good faith and reasonably believed their
actions were in the best interests of registrant. Registrant may not indemnify
such persons if they are found liable to registrant in a shareholders'
derivative suit or are found liable for receiving an improper personal benefit.
Registrant is required to indemnify such persons if they are ultimately
successful in the suit. Pending a final determination, registrant may advance
funds to these persons, but only if provision is made for return of the funds
advanced in the event such persons are subsequently found to not be entitled to
indemnification as set forth above. The general effect of this statute is to
make indemnification available to the officers and directors of registrant
regarding actions taken in their official capacity, unless they are found liable
to registrant for their actions, they received an improper benefit therefrom, or
they did not act in good faith while reasonably believing their actions were in
the best interests of registrant. Indemnification under this section would
include actions of the officers and directors of registrant taken in connection
with this offering.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this registration statement pursuant
to Item 601 of Regulation S-KSB and are specifically incorporated herein by this
reference:
Exhibit No.
1. Not Required.
2. Not Required.
3. Not Required.
4. Not Applicable.
5. Opinion of special counsel to the registrant regarding the legality of the
securities registered.
6. Not Required.
7. Not Required.
8. Not Required.
9. Not Required.
10. Stock Option Plan.
11. Not Required.
12. Not Required.
13. Not Required.
14. Not Required.
15. Not Applicable.
16. Not Required.
17. Not Required.
18. Not Required.
19. Not Required.
20. Not Required.
21. Not Required.
22. Not Required.
23. Not Required.
24.1 Consent of special counsel to registrant to the use of his opinion with
respect to the legality of the securities being registered hereby and to
the references to him in the Prospectus, if any, filed as a part hereof.
(See Exhibit 5.)
24.2 Consent of Halliburton, Hunter & Associates, auditors to registrant, to the
incorporation by reference of their audit opinion from the Form 10-KSB for
the period ended December 31, 1999.
25. Not Applicable.
26. Not Required.
27. Not Applicable.
28. Not Applicable.
29. Not Applicable.
4
Item 9. Undertakings.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of registrant
pursuant to the foregoing provisions, or otherwise, registrant has been advised
that in the opinion of the Securities and Exchange 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 that the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of 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, 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 is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.
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
to: (i) include any prospectus required by Section 10(a)(3) of the Securities
Act; (ii) 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, represents a
fundamental change in the information set forth in the registration statement;
and (iii) 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, including,
but not limited to, any addition or deletion of a managing underwriter. (2)
that, for the purpose of determining any liability under the Securities Act,
each post-effective amendment to 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. (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. (4) to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of registrant's annual report
pursuant to section 13(a) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 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.
5
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned in the City of Dallas, State of Texas this 30th day of July, 2000.
DIVERSIFIED TECHNOLOGIES GROUP, INC.
(Registrant)
By: /s/ John Harris
- -------------------
John Harris, Chief Executive Officer
By: /s/ John Harris
- -------------------
John Harris, Chief Financial
and Accounting Officer and Treasurer
Pursuant to the requirements of the 1933 Act, this Registration Statement or
amendment has been signed by the following persons in the capacities and on the
dates indicated.
/s/ John Harris
- ---------------
John Harris, Director
Date: July 14, 2000
6
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
The following Exhibits are filed as part of this registration statement pursuant
to Item 601 of Regulation S-K and are specifically incorporated herein by this
reference:
Exhibit Number
in Registration Statement Description
5. Opinion of Counsel
10 Stock Option Plan
24.1 Consent of Counsel (included in Exhibit 5)
24.2 Consent of Halliburton, Hunter & Associates, PC