SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
DIALOG GROUP INC.
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(Exact name of Registrant as specified in its charter)
Delaware 87-0394290
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(State of Incorporation) (I.R.S. Employer ID No.)
Twelfth Floor, 257 Park Avenue South, New York, NY 10010
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(Address of Principal Offices) (Zip Code)
(1) Consulting Agreement between Howard Reiss,
Sherri Eisenpress, and Lloyd Eisenberg and Dialog Group, Inc
dated November 22, 2004
(2) Consulting Agreement between George Trebbi
and Dialog Group, Inc. dated November 22, 2004
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(Full Title of the Plans)
Peter V. DeCrescenzo
Twelfth Floor, 257 Park Avenue South, New York, NY 10010
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(Name and address of Agent for Service)
212.254.1917
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(Telephone number, including area code of Agent for Service)
Calculation of Registration Fee
Title of Amount Maximum Maximum Amount of
securities to to be offering price Aggregate registration
be registered registered per share offering price fee
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Common Stock (1) 3,100,000 (2) $0.07 (3) $217,000 (3) $27.49
(1) Issuable pursuant to the Reiss, Eisenpress, and Eisenberg Options and the
Trebbi Option.
(2) 800,000 pursuant to the Reiss, Eisenpress, and Eisenberg Options and
2,300,000 pursuant to the Trebbi Option
(3) Estimated Price in accordance with Rule 457(h) and based upon the last
reported sale of $0.07 per share on the NASD OTC Pink Sheets on November 19,
2004
PART I - INFORMATION REQUIRED IN
THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents incorporated by reference in response to Item 3 of Part II of this
Registration Statement, which taken together constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act of 1933 (the "Securities
Act") will be sent or given to the option holder by the Registrant as specified
by Rule 428(b)(1) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
The Registrant will provide to the participant a written statement advising them
of the availability without charge, upon written or oral request, of documents
incorporated by reference in Item 3 of Part II hereof and of documents required
to be delivered pursuant to Rule 428(b) under the Securities Act. The statement
shall include the address (giving the title or department) and telephone number
to which the request is to be directed.
Part II - INFORMATION REQUIRED
IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents filed with the Securities
and Exchange Commission by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2003 filed on April 30, 2004.
(b) The Registrant's Quarterly Report on Form 10-QSB filed on May 17, 2004.
(c) The Registrant's Quarterly Report on Form 10-QSB filed on August 16, 2004.
(d) The Registrant's Quarterly Report on Form 10-QSB filed on November 9, 2004
(e) The portion of Registrant's Initial Registration on Form 10 that provides a
description of Registrant's Common Stock, $0.001 par value.
All other documents filed by Registrant after the date of this Registration
Statement under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange
Act of 1934, (the "Exchange Act") shall (until the filing of a post-effective
amendment which either indicates that all the securities offered have been sold
or deregisters all the securities then remaining unsold) be deemed to be
incorporated by reference herein to be a part hereof from the date of filing of
those documents.
Item 4. Description of Securities: Not Applicable.
Item 5. Interests of Named Experts and Counsel: Not applicable.
Item 6. Indemnification of Officers and Directors.
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Sections 1 of Articles III and IV of the Company's By-laws provide that every
director, officer, employee, and agent of the Registrant and its subsidiaries
shall be indemnified and held harmless to the fullest extent legally permissible
under the General Corporation Law of the State of Delaware against all expenses,
liability, and loss (including attorney's fees, judgments, fines and amounts
paid or to be paid in settlement) reasonably incurred or suffered by him.
Item 7. Exemption from Registration Claimed: Not Applicable
Item 8. Exhibits.
5.1 Opinion of Mark Alan Siegel, Esq., regarding legality of shares being
issued.
23.1 Consent of Mark Alan Siegel, Esq., (See Opinion).
23.2 Consent of Berenfeld, Spritzer, Shechter & Sheer, Certified Public
Accountants
99.3 Consulting Agreement between Howard Reiss, Sherri Eisenpress, and Lloyd
Eisenberg and Dialog Group, Inc dated November XX, 2004
99.4 Consulting Agreement between George R. Trebbi and Dialog Group, Inc dated
November XX, 2004
Item 9. Undertakings.
(a) The Registrant hereby undertakes all of the following:
(1) During any period in which offers or sales are being made, the Registrant
will file a post-effective amendment to the Registration Statement to:
(i) include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(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 together,
represent a fundamental change in the information 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 any information in the registration statement.
Provided, however, that the information required by paragraphs (a)(1)(i) and
(a)(1)(ii) shall not be supplied by post-effective amendment if the information
required to be included by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended that are incorporated by reference
into this Registration Statement.
(2) 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 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) 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.
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(b) 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 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6, or otherwise, the
Registrant 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 than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the 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, the Registrant will, unless in the opinion of its counsel that
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the questions whether such indemnification 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
Registrant: 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 New York, State of New York on November 19, 2004.
DIALOG GROUP, INC.
By: /s/ Peter V. DeCrescenzo
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Peter V. DeCrescenzo, President and CEO
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated:
/s/ Peter V. DeCrescenzo Dated: November 19, 2004
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Peter V. DeCrescenzo, Director
/s/ Vincent. DeCrescenzo, Sr. Dated: November 19, 2004
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Vincent DeCrescenzo, Sr., Director
/s/ Adrian Z. Stecyk Dated: November 22, 2004
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Adrian Z. Stecyk, Director
/s/ Richard Kundrat Dated: November 22, 2004
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Richard Kundrat
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