Registration No. ________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
EXPLORATIONS GROUP, INC.
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(Exact name of registrant as specified in charter)
Delaware 65-1089222
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(State or other jurisdiction of incorporation) (IRS Employer I.D. Number)
1369 Madison Avenue, Suite 432, New York, NY 10128
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(Address of principle executive offices) (Zip Code)
2004 EQUITY COMPENSATION PLAN
(Full Title of Plan(s))
Eric Brown
President
EXPLORATIONS GROUP, INC.
1369 Madison Avenue
Suite 432
New York, NY 10128
(212) 722-4424
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(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
- -------------------------- ------------------ --------------------- --------------------- ---------------------
Maximum Amount Proposed Maximum Proposed Maximum
Title of Securities to be Offering Aggregate Amount of
To be Registered: Registered (1): Price Per Share (2): Offering Price: Registration Fee:
- -------------------------- ------------------ --------------------- --------------------- ---------------------
Common Stock, Par Value,
$.01 per share 2,000,000 $0.47 $980,000.00 $124.17
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(1) The fee with respect to these shares has been calculated pursuant to Rules
457(h) and 457(c) under the Securities Act of 1933 and based upon the average of
the last price per share of the Registrant's Common Stock on November 4, 2004, a
date within five (5) days prior to the date of filing of this Registration
Statement, as reported by the OTC Bulletin Board.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The number of shares of Common Stock stated above consists of the aggregate
number of shares which may be issued pursuant to the 2004 Equity Compensation
Plan (the "Plan"). The maximum number of shares which may be issued pursuant to
the Plan is subject to adjustment in accordance with certain anti-dilution and
other provisions of such Plan. Accordingly, this Registration Statement shall
also cover any additional shares of Common Stock which become issuable pursuant
to this Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the receipt
of consideration which results in an increase in the number of the Registrant's
outstanding shares of Common Stock. In addition, pursuant to Rule 416(c) under
the Securities Act of 1933 (the "1933 Act"), this Registration Statement also
covers an indeterminate amount of interests to be offered or sold pursuant to
the Plan.
Documents Incorporated by Reference |X| Yes |_| No
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1). Such documents are
not being filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. Such documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II of this Form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the 1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents, which are filed or are in the process of being filed
with the Securities Exchange Commission, are hereby incorporated by reference in
this Registration Statement.
(a) The Company's Annual Report on Form 10-KSB for the year ended December 31,
2003.
(b) The Company's Quarterly Report on Form 10-QSB for the quarters ended March
31, 2004 and June 30, 2004.
(c) The Company's Current Reports on Form 8-K and 8-K/A dated September 1, 2004,
August 27, 2004, August 26, 2004, August 6, 2004 and May 27, 2004.
(d) All other documents filed by the Company after the date of this Registration
Statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after the
date hereof and prior to the filing of a post-effective amendment to the
Registration Statement which indicates that all securities offered have been
sold or which de-registers all securities then remaining in the Registration
Statement and to be part thereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
herein by reference 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
statements so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement, except as
indicated herein.
You may request a copy of these filings, at no cost, by writing the Company at
Explorations Group, Inc., 1369 Madison Avenue, Suite 432, New York, New York
10128, Attention: Eric Brown, President, or telephoning us at (212) 722-4424.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Certificate of Incorporation and By-laws of the Company provide that the
Company shall indemnify to the fullest extent permitted by Delaware law any
person whom it may indemnify thereunder, including directors, officers,
employees and agents of the Company. Such indemnification (other than as ordered
by a court) shall be made by the Company only upon a determination that
indemnification is proper in the circumstances because the individual met the
applicable standard of conduct i.e., such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the Company. Advances for such indemnification may be made pending such
determination. Such determination shall be made by a majority vote of a quorum
consisting of disinterested directors, or by independent legal counsel or by the
stockholders. In addition, the Certificate of Incorporation provides for the
elimination, to the extent permitted by Delaware law, of personal liability of
directors to the Company and its stockholders for monetary damages for breach of
fiduciary duty as directors.
Section 145 of the General Corporation Law of the State of Delaware authorizes a
corporation's board of directors to grant indemnity under certain circumstances
to directors and officers, when made, or threatened to be made, parties to
certain proceedings by reason of such status with the corporation, against
judgments, fines, settlements and expenses, including attorneys' fees. In
addition, under certain circumstances such persons may be indemnified against
expenses actually and reasonably incurred in defense of a proceeding by or on
behalf of the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise. Indemnification is
permitted where such person (i) was acting in good faith, (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation or other corporation or enterprise, as appropriate, (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful, and (iv) was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding was brought
determines that such person is fairly and reasonably entitled to indemnity).
Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by a majority vote of the directors of the corporation who are not
parties to such action, suit or proceeding, even though such directors
constitute less than a quorum, or (ii) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written opinion, or
(iii) by the stockholders.
Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.
Insofar as indemnification for liabilities arising under the 1933 Act 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 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, 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 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 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
ITEM 9. UNDERTAKINGS.
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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
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 set forth
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. Provided, however, that paragraphs (a) (1) (i)
and (a)(1)(ii) do not apply if the information required to be included
in a post- effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and Exchange
Commission by us pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "1934 Act") that are incorporated by
reference in this Registration Statement.
(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.
(4) 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 1934 Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the 1934 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.
(5) 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 1934 Act; and, where interim financial information required to be
presented by Item 310(b) of Registration S-B is 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.
(6) To deliver or cause to be delivered with the prospectus to each
employee to whom the prospectus is sent or given, a copy of the Registrant's
annual report to stockholders for its last fiscal year, unless such employee
otherwise has received a copy of such report, in which case the registration
shall state in the prospectus that it will promptly furnish, without charge, a
copy of such report on written request of the employee. If the last fiscal year
of the Registrant has ended within 120 days prior to the use of the prospectus,
the annual report of the Registrant for the preceding fiscal year may be so
delivered, but within such 120-day period the annual report for the last fiscal
year will be furnished to each such employee.
(7) To transmit or cause to be transmitted to all employees
participating in the Plan who do not otherwise receive such material as
stockholders of the Registrant, at the time and in the manner such material is
sent to its stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders generally.
Pursuant to the requirements of the 1933 Act, as amended, the Company
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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in New York, New York, on this 5th day of November,
2004.
EXPLORATIONS GROUP, INC.
By: /s/ Eric Brown
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Eric Brown, President
and Treasurer
Each person whose signature appears below on this Registration Statement hereby
constitutes and appoints Eric Brown, President, with full power to act as his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him in his name, place and stead, and in any and all
capacities (until revoked in writing) to sign any and all capacities (including
post-effective amendments and amendments thereto) this Registration Statement on
Form S-8 of Explorations Group, Inc. and to file same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact 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 for all intents and purposes, as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact or his substitute may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the 1933 Act, this Registration Statement has
been signed below by the following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
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/s/ Eric Brown President, Chief Accounting Officer
- ---------------------- and Director November 5, 2004
Eric Brown
INDEX TO EXHIBITS
NO. DESCRIPTION
- --- -----------
5 Opinion and Consent of Counsel
23 Consent of Salberg & Company, P.A.
24 Power of Attorney (set forth on signature page hereto)