As filed with the Securities and Exchange Commission on May 28, 2003
Registration No. 333-105595
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Securities and Exchange Commission
Washington, DC 20549
Form S-8/A
Registration Statement
Under
The Securities Act of 1933
ASGA, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 88-0451101
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
PO Box 1175
Palm Beach, FL 33480
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(Address of Principal Executive Officers, including Zip Code)
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ASGA 2003 Stock Incentive Plan
(Full Title of the Plan)
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with a copy to:
Donald Mintmire
ASGA, Inc. Mintmire & Associates
PO Box 1175 265 Sunrise, Suite 204
Palm Beach, FL 33480 Palm Beach, FL 33480
(561) 822-9995 (561) 832-5636
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Calculation of Registration Fee
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PROPOSED PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM
SECURITIES TO BE OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED PRICE PER OFFERING REGISTRATION
REGISTERED (1)(2) SHARE (3) PRICE (3) FEE (1)
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Common Stock 10,000,000 $0.11 $1,100,000 $88.99
(1) Together with an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance pursuant to the
ASGA 2003 Stock Incentive Plan Stock Incentive Plan as the result of stock
splits, stock dividends or similar adjustments of the outstanding shares of
common stock of ASGA, Inc. pursuant to Rule 416 of the Securities Act of 1933,
as amended.
(2) Represents the total number of shares currently reserved under the ASGA
2003 Stock Incentive Plan Stock Incentive Plan.
(3) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457 under the Securities Act of 1933,
as amended. The offering price is calculated pursuant to Rule 457(c) based on
the average of the high and low sales prices ($.01 per share) of the Common
Stock of the Registrant on the National Association of Securities Dealers'
Over-the-Counter Bulletin Board on May 15, 2003.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Commission by the
Registrant, are incorporated by reference in this Registration Statement. The
information incorporated by reference is considered to be part of this
Registration Statement, and information that the Registrant files later with the
Commission will automatically update and supersede this information. The
Registrant incorporates by reference the documents listed below and any future
filings the Registrant makes with the Commission under Sections 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934 prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold. Such future
filings shall be deemed to be incorporated by reference in the Registration
Statement and to be part thereof from the date of filing of such document.
(a) The Registrant's annual report on Form 10-KSB for the year ended
December 31, 2002, filed with the Commission by the Registrant on May 22, 2003.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrant's annual
report referred to in (a) above
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 10-SB, with the Commission by the
Registrant on April 30, 2001.
Item 4. Description of Securities.
No response is required to this item.
Item 5. Interests of Named Experts and Counsel.
No response is required to this item.
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 the Company is
insured or indemnified in any manner against any liability which he may incur in
his capacity as such, is as follows:
(a) The Registrant has the power under the Nevada Revised Statutes to
indemnify any person who was or is a party or is threatened to be made a party
to any action, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee,
fiduciary, or agent of the Registrant or was serving at its request in a similar
capacity for another entity, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection therewith if he acted in good faith and in a manner he
reasonably believed to be in the best interest of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
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his conduct was unlawful. In case of an action brought by or in the right of the
Registrant such persons are similarly entitled to indemnification if they acted
in good faith and in a manner reasonably believed to be in the best interests of
the Registrant but no indemnification shall be made if such person was adjudged
to be liable to the Registrant for negligence or misconduct in the performance
of his duty to the Registrant unless and to the extent the court in which such
action or suit was brought determines upon application that despite the
adjudication of liability, in view of all circumstances of the case, such person
is fairly and reasonably entitled to indemnification. In such event,
indemnification is limited to reasonable expenses. Such indemnification is not
deemed exclusive of any other rights to which those indemnified may be entitled
under the Articles of Incorporation, Bylaws, agreement, vote of shareholders or
disinterested directors, or otherwise.
(b) The Registrant has adopted provisions in its articles that eliminate
the personal liability of its directors for monetary damages arising from a
breach of their fiduciary duties, in certain circumstances, to the fullest
extent permitted by law. Additionally, the Registrant's bylaws provide that it
will indemnify its directors, officers, employees, or agents for any liability
incurred in their official capacity. The Registrant may indemnify any person
made or threatened to be made a party to any action or proceeding (other than
stockholder derivative suits) because he or she is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
Registrant, as a director, officer, employee or agent of another corporation or
firm. In order to be indemnified, the director, officer, employee or agent must
(i) act in good faith and in a manner he or she reasonably believed to be in,
and not opposed to, the best interest of the Registrant and (ii) in respect to a
criminal proceeding, he or she had no reasonable cause to believe that his or
her conduct was unlawful. The extent of the indemnification is limited to
judgments, penalties, fines, settlements, and reasonable expenses actually
incurred.
Item 7. Exemption from Registration Claimed.
No response is required to this item.
Item 8. Exhibits.
Exhibit Index
Exhibit
No. Description
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4.1 ASGA 2003 Stock Incentive Plan (the "Plan")
5.1 Opinion and Consent of Mintmire & Assoc. (included in Exhibit 5.1 hereof)
23.2A Consent of Independent Auditors - Baum & Company, P.A.
23.2B Consent of Independent Auditors - Durland & Company, CPAs, P.A.
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Item 9. Undertakings.
The 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 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of 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 reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) 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;
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8, or Form F-3 and the
information required to be included in a post-effective amendment 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 that are incorporated by reference in the 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.
(b) The Registrant hereby undertakes that, for the 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.
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(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 foregoing provisions, or otherwise, the
Registrant 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 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 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.
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 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 Palm Beach, State of Florida, on the 22nd day of May, 2003.
ASGA, Inc.
By: /s/ Stephen H. Durland
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Stephen H. Durland, President
Acting Chief Executive Officer
Date: May 28, 2003
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Power Of Attorney
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Each person whose signature appears below hereby appoints Stephen H.
Durland, and Donald F. Mintmire, or any of them, as such person's true and
lawful attorney-in-fact, with full power of substitution or resubstitution for
such person and in such person's name, place and stead, in any and all
capacities, to sign on such person's behalf, individually and in each capacity
stated below, any and all amendments to this Form 8, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
In accordance with the Securities Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.
Signature Title Date
Acting Chief Executive Officer and May 28, 2003
/s/ Stephen H. Durland Chief Financial Officer
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Stephen H. Durland
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