SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MAXIMUM DYNAMICS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Colorado
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(State or Other Jurisdiction of Incorporation or Organization)
84-1556886
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(I.R.S. Employer Identification No.)
2 North Cascade Avenue, Suite 1100, Colorado Springs, Colorado 80903
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(Address of Principal Executive Offices) (Zip Code)
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Sales Consulting Agreement with Thobeka Mafuduka, Patricia Terhorst-Davis,
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Pamala Grant and Bertin Badiata, Engineering Consulting Agreement with Johannes
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Clausen, Motsamai Nduna and Godfrey Afrika, POS Device Consulting Agreement with
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Raymond Ng Pan Hing, Derek Smith, Victor Angel and Ruben Garduno, Unilogic
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Consulting Agreement with Franco Maccioni and Darryn Trefz, and Board Resolution
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to issue shares in lieu of wages for employees Eric Majors, Paul Stabnow, Joshua
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Wolcott, T'Christopher Gardener, Franco Maccioni and Darryn Trefz
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(Full Title of Plans)
Eric Majors
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2 North Cascade Avenue, Suite 1100, Colorado Springs, Colorado 80903
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(Name and Address of Agent for Service)
719.338.7743
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(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Title of securities Amount Proposed maximum Proposed maximum Amount of
to be registered to be offering price aggregate registration fee
registered(1) per share(2) offering price
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Common Stock,
no par value 3,470,000 $0.0345 $119,715.00 $9.68
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(1) Consists of shares issued pursuant to the Sales Consulting Agreement with
Thobeka Mafuduka, Patricia Terhorst-Davis, Pamala Grant and Bertin Badiata,
Engineering Consulting Agreement with Johannes Clausen, Motsamai Nduna and
Godfrey Afrika, POS Device Consulting Agreement with Raymond Ng Pan Hing, Derek
Smith, Victor Angel and Ruben Garduno, Unilogic Consulting Agreement with Franco
Maccioni and Darryn Trefz, and Board Resolution to issue shares in lieu of wages
for employees Eric Majors, Paul Stabnow, Joshua Wolcott and T'Christopher
Gardener, and for employees of our majority owneed subsidiary, Franco Maccioni
and Darryn Trefz.
(2) Estimated solely for the purpose of estimating the registration fee pursuant
to Rule 457(c) promulgated pursuant to the Securities Act of 1933, on the basis
of the average of the bid and ask price of the Registrant's Common Stock as
reported on the Over The Counter Bulletin Board on October 6, 2003.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
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The Registrant is offering the following shares of its common stock to the
following individuals for their services performed on the Registrant's behalf.
The issuance of these shares are being made pursuant to Business Development and
Advisory Services Agreements (the "Agreements") adopted by the Board of
Directors on October 6, 2003. The Board has equated the number of these shares
to the value of the services provided by these individuals. The shares issued
hereunder will not be subject to any resale restrictions. The Agreements are not
qualified under ERISA. The following individuals will receive the number of
shares listed next to their names in exchange for the specific services listed:
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Name Services Shares to be issued
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Raymond Ng Pan Hing Business development for POS devices 50,000
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Derek Smith Technology development for POS devices 50,000
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Victor Angel Business development for POS devices 50,000
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Ruben Garduno Business development for POS devices 50,000
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Franco Maccioni Unilogic technology development for Datalus 600,000
Employee wages
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Darryn Trefz Unilogic technology development for Datalus 50,000
Employee wages
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Thobeka Mafuduka Sales of Technology Solutions 100,000
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Patricia Terhorst-Davis Business development and sales 75,000
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Pamala Grant Business development and sales 425,000
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Bertin Badiata Business networking/introductions 20,000
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Johannes Clausen Sales & development of Technology Solutions 50,000
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Motsamai Nduna Sales & development of Technology Solutions 50,000
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Godfrey Afrika Business development and sales 50,000
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Eric Majors Employee wages 800,000
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Paul Stabnow Employee wages 200,000
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Joshua Wolcott Employee wages 800,000
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T'Christopher Gardener Employee wages 50,000
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Total 3,470,000
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The business development, sales, technical and advisory services and employee
wages for which these shares are being issued are not in connection with any
offer or sale of securities in a capital raising transaction and does not
directly or indirectly promote or maintain a market for the securities of the
Registrant.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN INFORMATION.
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The participants shall be provided a written statement notifying them that upon
written or oral request they will be provided, without charge, (i) the documents
incorporated by reference in Item 3 of Part II of this registration statement,
and (ii) other documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are incorporated by
reference in the Section 10(a) prospectus, and shall include the address (giving
title or department) and telephone number to which the request is to be
directed.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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We incorporate the following documents by reference in this Registration
Statement:
(a) Our latest Quarterly Report on Form 10-QSB for the period ended
June 30, 2003, filed with the Securities and Exchange Commission on August 19,
2003;
(b) Our Registration Statement on Form SB-2, file number 333-83348,
filed on February 25, 2002 pursuant to Section 12 of the Exchange Act, and
subsequent amendments, in which there is described the terms, rights and
provisions applicable to our outstanding common stock; and
(c) All other documents filed by the company after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement which de-registers 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 such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
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Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Our Bylaws and the Colorado Business Corporation Act provide for indemnification
of directors and officers against certain liabilities. Pursuant to our Bylaws,
our officers and directors are indemnified, to the fullest extent available
under Colorado law, against expenses actually and reasonably incurred in
connection with threatened, pending or completed proceedings, whether civil,
criminal or administrative, to which an officer or director is, was or is
threatened to be made a party by reason of the fact that he or she is or was one
of our officers, directors, employees or agents. We may advance expenses in
connection with defending any such proceeding, provided the indemnitee
undertakes to repay any such amounts if it is later determined that he or she
was not entitled to be indemnified by us.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
ITEM 8. EXHIBITS.
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3.1 Articles of Incorporation*
3.2 Bylaws*
3.3 Articles of Amendment to Articles of Incorporation*
4.1 Sales Consulting Agreement with Thobeka Mafuduka, Patricia Terhorst-Davis,
Pamala Grant and Bertin Badiata
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4.2 Engineering Consulting Agreement with Johannes Clausen, Motsamai Nduna and
Godfrey Afrika
4.3 POS Consulting Agreement with Raymond Ng Pan Hing, Derek Smith, Victor
Angel and Ruben Garduno
4.4 Unilogic Consulting Agreement with Franco Maccioni and Darryn Trefz
4.5 Board Resolution to issue shares in lieu of wages for employees Eric
Majors, Paul Stabnow, Joshua Wolcott and T'Christopher Gardener, Franco
Maccioni and Darryn Trefz
5 Opinion of MC Law Group
23.1 Consent of MC Law Group**
23.2 Consent of Cordovano & Harvey, P.C.
* Previously filed as exhibits to Registration Statement on Form SB-2 filed
on February 25, 2002.
** Contained in its opinion filed as Exhibit 5 to this Registration Statement.
ITEM 9. UNDERTAKINGS.
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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;
(ii) to specify in the prospectus any facts or events occurring after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information specified in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of the 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 specified in the form of
prospectus filed with the Securities and Exchange Commission pursuant to Rule
424(b) (Section 230.424(b) of this chapter) 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; provided, however, that paragraphs (1)(i) and
(1)(ii) shall not apply if the information required to be included in a
post-effective amendment by those clauses is specified in periodic reports filed
by the Company pursuant to the provisions of Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
(2) That, for the purpose of determining any liability pursuant to the
Securities 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 offered 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.
The company hereby undertakes that, for purposes of determining any liability
pursuant to the Securities Act, each filing of the company's annual report
pursuant to Section 13(a) or 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.
Insofar as indemnification for liabilities arising pursuant to the Securities
Act may be permitted to directors, officers and controlling persons of the
company pursuant to the foregoing provisions, or otherwise, the company has been
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informed 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 than the payment by the company 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 company will, unless in the opinion of its counsel that matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by the company is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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POWER OF ATTORNEY
The company, as the registrant hereunder, and each person whose signature
appears below, hereby appoints Eric Majors as attorney-in-fact, with full power
of substitution, to execute, in the name and on behalf of the company and on
behalf of each person, individually and in each capacity stated below, one or
more post-effective amendments to this Registration Statement as the
attorney-in-fact, and to file any such post-effective amendments to this
Registration Statement with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Act, the company certifies it has
reasonable grounds to believe that the company satisfies 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 Colorado Springs, Colorado, on this 6th day of October 2003.
MAXIMUM DYNAMICS, INC.,
a Colorado corporation
/s/ Eric Majors
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Eric Majors
President, Chief Executive Officer and
Director
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 October 6, 2003, who are the directors of the Registrant's board of
directors and who shall administer and enforce the Business Services and
Consultant Agreements with the above named individuals.
/s/ Eric Majors
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Eric Majors
President, Chief Executive Officer and
Director
/s/ Joshua Wolcott
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Joshua Wolcott
Chief Financial Officer and
Director
/s/ Paul Stabnow
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Paul Stabnow
Chief Technical Officer and
Director
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