SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
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REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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INVICTA GROUP INC.
(Exact Name of Company as specified in its charter)
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Nevada __________ 91-2051923
(State of Incorporation) (Commission File No.) (IRS Employer ID Number)
2400 E. Commercial Blvd, #618, Ft. Lauderdale, Florida 33308
(Address of principal executive offices)
FISCAL 2005 AMENDED AND RESTATED EQUITY COMPENSATION PLAN
(Full title of the Agreement)
William Forhan, President and CEO
INVICTA GROUP INC.
2400 E. Commercial Blvd. #618, Ft. Lauderdale, Florida 33308
Copy to:
William Scott
The Scott Law Firm, P.A.
940 NorthEast 79th Street, Suite A
Miami, Florida 33138
(Name and address of agent for service)
Company's telephone number: (954) 771 0650
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CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Offering Aggregate Fee
Registered Price Per Offering
Share(2) Price(2)
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Common Stock 1,000,000(1) $0.07 $70,000 $7.49
par value
$.0001 per share
(1) Represents 1,000,000 shares of the Registrant's common stock, to be
issued under the Registrant's Fiscal 2005 Amended and Restated Equity
Compensation Plan.
2) The proposed maximum offering price per share is estimated solely for
purpose of calculating the registration fee in accordance with Rule
457(F)(2).
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INFORMATION REQUIRED IN THE PROSPECTUS
Item 1. Plan Information
Invicta Group Inc. (the "Company") is offering shares of its common stock to
various individuals for consulting services performed on its behalf. This
issuance of shares is being made pursuant to the Company's Fiscal 2005
Amended and Restated Equity Compensation Plan (the "Plan") adopted by the
Board of Directors on October 6, 2005, which is an "employee benefit plan" as
defined in Rule 405 of Regulation C of the Securities Act of 1933. The shares
issued hereunder will not be subject to any resale restrictions. The Plan is
not qualified under ERISA and has no administrator, as the shares will be
issued directly to participants selected and approved by the Board of
Directors. The number of shares or options for shares to be delivered to
particular consultant will equate to the value of the consulting services
provided or to be provided by each individual.
Additional information about the Plan may be obtained from Invicta Group Inc.
at 2400 E. Commercial Blvd. #618, Ft. Lauderdale, Florida 33308, telephone:
(954) 771-0650 .
Item 2. Registrant Information and Employee Plan Annual Information
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 the 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.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference into
this Prospectus:
a. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2005;
b. The Company's Quarterly Reports on Form 10-QSB for the fiscal quarters
ended March 31, 2006, June 30, 2006, and September 30, 2006; and
c. The Company's Current Reports on Forms 8-K subsequent to December 31,
2005, and up to and including the date of filing of this Registration
Statement.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing of such documents.
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Any statement contained in this Registration Statement, in a supplement to
this Registration Statement or 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 herein or in
any subsequently filed supplement to this Registration Statement or in any
document that is subsequently incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company is currently authorized to issue 5,000,000,000 shares of common
stock $0.0001 per share, of which approximately 9,750,000 shares are issued
and outstanding as of December 29, 2006, and 50,000,000 shares of preferred
stock $0.0001 per share, 655,000 of which are issued and outstanding as of
December 29, 2006.
COMMON STOCK
Holders of shares of common stock are entitled to share, on a ratable basis,
such dividends as may be declared by the board of directors out of funds,
legally available therefore. Upon our liquidation, dissolution or winding up,
after payment to creditors, our assets will be divided pro rata on a per
share basis among the holders of our common stock.
Each share of common stock entitles the holders thereof to one vote. Holders
of common stock do not have cumulative voting rights which mean that the
holders of more than 50% of the shares voting for the election of directors
can elect all of the directors if they choose to do so, and, in such event,
the holders of the remaining shares will not be able to elect any directors.
Our By-Laws require that only a majority of our issued and outstanding shares
need be represented to constitute a quorum and to transact business at a
stockholders' meeting. Our common stock has no preemptive, subscription or
conversion rights and is not redeemable by us.
PREFERRED STOCK
We are authorized to issue 50,000,000 shares of preferred stock, par value
$.0001 per share, having such designations, rights, preferences, powers and
limitations as may be determined by the board of directors at the time of
designation. There are 655,000 preferred shares issued and outstanding as of
December 29, 2006.
TRANSFER AGENT
The Company's transfer agent and registrar for our common stock is Florida
Atlantic Stock Transfer, 7130 Nob Hill Road, Tamarac, FL 33321.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The Scott Law Firm, P.A., counsel to the Registrant for the purpose of this
Registration Statement, owns as of the date hereof no common shares of the
Registrant.
ITEM 6. Indemnification of Directors and Officers.
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The Nevada Statutes (the "Corporation Act") permits the indemnification of
directors, employees, officers and agents of Nevada corporations. The
Company's Articles of Incorporation (the "Articles") and Bylaws provide that
the Company shall indemnify its directors and officers to the fullest extent
permitted by the Corporation Act.
The provisions of the Corporation Act that authorize indemnification do not
eliminate the duty of care of a director, and in appropriate circumstances
equitable remedies such as injunctive or other forms of non-monetary relief
will remain available under Nevada law. In addition, each director will
continue to be subject to liability for (a) violations of criminal laws,
unless the director had reasonable cause to believe his conduct was lawful or
had no reasonable cause to believe his conduct was unlawful, (b) deriving an
improper personal benefit from a transaction, (c) voting for or assenting to
an unlawful distribution and (d) willful misconduct or conscious disregard
for the best interests of the Company in a proceeding by or in the right of a
shareholder. The statute does not affect a director's responsibilities under
any other law, such as the Federal securities laws.
The effect of the foregoing is to require the Company to indemnify the
officers and directors of the Company for any claim arising against such
persons in their official capacities if such person acted in good faith and
in a manner that he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
To the extent protection from liability for liabilities arising under the
securities act may be permitted to our directors, officers and controlling
persons of our company under the provisions described above, or otherwise, we
have been advised that in the opinion of the SEC, this type of protection
from liability is against public policy as expressed in the securities act
and is, therefore, unenforceable.
ITEM 7. Exemption From Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
Exhibit Number Description
4.1 Fiscal 2005 Amended and Restated Equity Compensation Plan
5.1 Opinion of Counsel, The Scott Law Firm, P.A.
23.1 Consent of The Scott Law Firm, P.A. (Included in Exhibit 5).
ITEM 9. Undertakings
1. The Registrant hereby undertakes:
(a) 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;
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(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 formation 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;
(b) 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
bonafide offering thereof.
(c) 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.
2. The 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 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 herein, and the
offering of such securities at that time shall be deemed to be in the initial
bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6,
or otherwise, the Registrant has been advised that in the opinion of the
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
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
Securities 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 authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ft. Lauderdale, Florida, on the 29th day of
December, 2006.
INVICTA GROUP INC.
Date: 12/29/2006 By: /s/ William G. Forhan
William G. Forhan
President, CEO and Director
Each person whose signature appears below hereby constitutes and appoints
William Forhan his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying all that said attorney-in-fact and agent or his
substitute or substitutes, or any of them, may lawfully do or cause to be
done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Richard David Scott COO and Director 12/29/2006
Richard David Scott
/s/ Mercedes Henze Director 12/29/2006
Mercedes Henze
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INVICTA GROUP INC.
(Exact name of Issuer as specified in its charter)
EXHIBIT INDEX
Exhibit Number Description
4.1 Fiscal 2005 Amended and Restated Equity Compensation Plan
5.1 Opinion of Counsel, The Scott Law Firm, P.A.
23.1 Consent of The Scott Law Firm, P.A. (Included in Exhibit 5).
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