As filed with the Securities and Exchange Commission on June 5, 2001
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SEC File Number: 333-62286
EKNOWLEDGE GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada 76-040898
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1520 W. Sixth Street, Suite 101, Corona, CA 92882
(Address of Principal Executive Offices) (Zip Code)
2001 STOCK COMPENSATION PLAN
(Full Title of Plan)
William Stocker
attorney at law
34190 Sepulveda Avenue, Suite 200
Capistrano Beach CA 92624
phone (949) 487-7295, fax (949) 487-7285
CALCULATION OF REGISTRATION FEE
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TITLE OF | AMOUNT TO | PROPOSED | PROPOSED | AMOUNT OF |
SECURITIES |BE REGISTERED(1) | MAXIMUM | MAXIMUM | REGISTRATION|
TO BE | | OFFERING PRICE | AGGREGATE | FEE |
REGISTERED | | PER UNIT(2) | OFFERING PRICE | |
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COMMON STOCK| 3,500,000 | $0.05 | $175,000 | $43.75 |
$0.001 | SHARES | PER SHARE | | |
PAR VALUE | | | | |
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(1) The Company previously registered 3,138,000 shares of Common Stock, all
of which are covered by the existing registration statement pursuant to Rule
416. As of January 28, 2002, additional employees, consultants and service
providers have become eligible for the "2001 STOCK COMPENSATION PLAN" and the
plan allows for subsequent issuances to those who qualify. This amendment
registers the additional 3,500,000 shares authorized under the plan leaving
6,638,000 shares presently subject to the plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933. The fee for the
shares being registered is based on a price of $0.05 per share on the basis of
the average of the high and low prices of the Company's Common Stock as reported
on the OTCBB (Over-The-Counter Bulletin Board) on January 25, 2002.
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EXPLANATORY NOTE
In accordance with General Instruction E to Form S-8, this Amendment No. 1
to this registration statement on Form S-8 is being filed solely to register
3,500,000 additional shares of the registrant's Common Stock. The contents of
the initial filing of the registration statement on Form S-8 to which this
amendment relates (S.E.C. File No. 333-62286), filed June 5, 2001, are
incorporated in this filing by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
All information required by Part I to be contained in the prospectus is
omitted from this Post-Effective Amendment in accordance with Rule 428 under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by EKNOWLEDGE, INC. (the "Company") under the
Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000;
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 2000; and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement filed with the SEC under the Exchange Act and
subsequent amendments and reports filed to update such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby 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 the filing of
such documents.
Any statement contained in a document 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 in a subsequently filed
document which is also incorporated by reference herein modified or superseded
such statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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The Company's by-laws, in accordance with the Nevada Statutes, provide that to
the extent he/she is otherwise fairly and reasonably entitled thereto, the
Company shall indemnify a Director or Officer, a former Director or Officer, or
a person who acts or acted at the Company's request as a Director or Officer of
a body corporate of which the Corporation is or was a shareholder or creditor
(or a person who undertakes or has undertaken any liability on behalf of the
Company or any such body corporate and his heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by him in respect of any
civil, criminal or administrative action or proceeding to which he is made a
party by reason of being or having been a Director or Officer of the Company or
such body corporate, if
(a) he acted honestly and in good faith with a view to the best
interests of the Company; and
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds for believing
that his conduct was lawful.
The Nevada Statutes provide that directors shall not be personally liable
to the Company or its shareholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the directors'
duty of loyalty to the Company or its shareholders, (ii) for acts or omissions
not in good faith or which involved intentional misconduct or a knowing
violation of law, (iii) for authorizing a distribution that is unlawful, or (iv)
for any transaction from which the director derived an improper personal
benefit. Such provision protects directors against personal liability for
monetary damages for breaches of their duty of care.
The Company may purchase and maintain insurance for the benefit of its
Directors and Officers as such, as the Board of directors may from time to time
determine.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit No. Description
- ----------------------------
4 Not Required
5 Opinion of William Stocker regarding the legality
of the securities registered.*
10 Previously filed
15 Not Required
23.1 Consent of William Stocker, special counsel to registrant
filed as a part of Exhibit 5 hereof.*
23.2 Consent of Merdinger, Fruchter, Rosen & Corso, PC,
Certified Public Accountants*
27 Not Required
28 Not Required
29 Not Required
*Filed herewith
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Item 9. UNDERTAKINGS
The undersigned Company 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.
(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.
(4) 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 Section 15(d) 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) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 that the payment by the Company of expenses incurred or
paid by a director, officer, or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person of the Company in the successful
defense of that action suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the Company 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 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 Post Effective
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Corona, State of California, on the 28th day of
January, 2002.
EKNOWLEDGE GROUP, INC.
By: /s/ Gary Saunders
Gary Saunders
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed below by the following persons in the
capacities and on the dates indicated.
By: /s/ Eric Fronk
Eric Fronk, Chief Financial Officer
Dated: January 28, 2002
By: /s/ Paul Donion
Paul Donion,
President and Chief Operating Officer
Dated: January 28, 2002
By: /s/ Gary Saunders
Gary Saunders, Board of Directors
Dated: January 28, 2002
By: /s/ Scott Hildebrandt
Scott Hildebrandt, Board of Directors
Dated: January 28, 2002
By: /s/ Christopher DeSantis
Christopher DeSantis, Board of Directors
Dated: January 28, 2002
By: /s/ Wayne Saunders
Wayne Saunders, Board of Directors
Dated: January 28, 2002
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LAW OFFICES OF
William Stocker
phone (949) 487-7295 34190 Sepulveda Avenue Suite 200 fax (949) 487-7285
Capistrano Beach CA 92624
January 28, 2002
eKnowledge Group
1520 W. Sixth Street, Suite 101
Corona CA 92882
Messrs and Madams:
We refer to the Registration Statement on Post Effective Amendment No. 1 on
Form S-8 ("the Registration Statement") to be filed by eKnowledge Group
("Company") with the Securities and Exchange Commission under the Securities Act
of 1933 ("the Act"). The Registration Statement relates to an aggregate of
3,500,000 shares of common stock of the Company, par value $0.001 per share,
pursuant to the 2001 Stock Compensation Plan.
As special securities counsel for the Company, we have examined such
corporate records, documents and such questions of law as we have considered
necessary or appropriate for purposes of this opinion and, upon the basis of
such examination, advise you that in our opinion, all necessary corporate
proceedings by the Company have been duly taken to authorize the issuance of the
shares and that the shares being duly registered pursuant to the Registration
Statement, when issued, will be duly authorized, legally issued, fully-paid and
non-assessable. This opinion does not cover any matters related to any re-offer
or re-sale of the shares by Plan Beneficiaries, once properly and legally issued
pursuant to the Plan as described in the Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not be construed as an admission that we
are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act. This opinion is not to be used,
circulated, quoted or otherwise referred to for any other purpose without our
prior written consent. This opinion is based on our knowledge of the law and
facts as of the date hereof. This opinion does not address or relate to any
specific state securities laws. We assume no duty to communicated with the
Company in respect to any matter which comes to our attention hereafter.
Very Truly Yours,
/s/William Stocker
William Stocker
special securities counsel
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 on Form S-8 Registration Statement of our report dated March 13,
2001 included in EKNOWLEDGE GROUP, INC.'s Form 10-KSB for the year ended
December 31, 2000 and to all references to our Firm included in the Registration
Statement.
_______________________________________________
MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
New York, New York
January 28, 2002
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