UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FTS GROUP, INC.
(Exact name of registrant as specified in its charter)
NEVADA 84-1416864
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1049c Oxford Valley Rd., Levittown, PA, 19057
Telephone: 215-943-9979
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(Address, Including Zip Code and Telephone Number, of Principal Executive
Offices)
CORPORATE CONSULTING AGREEMENTS
(Full Title of the Plan)
Scott Gallagher
Chairman of the Board, Chief Executive Officer and President
1049c Oxford Valley Road
Levittown, Pennsylvania 19057
Telephone: (215) 943-9979
(Name, Address and Telephone Number,
including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of each Proposed maximum Proposed maximum Amount
Class of securities Amount to be offering price aggregate offering of registration
To be registered registered per share price fee
Common Stock,
..001 Par Value 2,030,000 $0.145 $294,350 $34.64
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan(s) described herein.
(2) The price of $0.14 per share, which was the average of the high and low
prices of the Registrant's Common Stock, as reported on the Over-The-Counter
Bulletin Board on January 5, 2005 is set forth solely for purposes of
calculating the registration fee pursuant to Rule 457(c) of the Securities Act
of 1933, as amended.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Pursuant to the Note to Part I of the Form S-8, the information required by
Part I is not filed with the Securities and Exchange Commission.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Registrant will provide without charge to each person to whom a copy
of a Section 10(a) Prospectus hereunder is delivered, upon the oral or
written request of such person, a copy of any document incorporated in this
Registration Statement by reference. Requests for such information should
be directed to FTS GROUP, INC., 1049c Oxford Valley Road, Levittown,
Pennsylvania 19057.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this registration
statement.
a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2003, as amended, filed pursuant to Section 13(c) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
b) All other reports filed by Registrant pursuant to Section 13(c) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Form
10-KSB, as amended, referred to in (a) above.
c) The description of the common stock, $.001 par value per share (the
"Common Stock") of the Registrant is contained in the Registrant's annual report
on Form 10-KSB.
All documents filed by the Registrant pursuant to Section 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. 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
Not applicable. The class of securities to be offered is registered under
Section 12 of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
No expert or counsel will receive a direct or indirect interest in the small
business issuer or was a promoter, underwriter, voting trustee, director or
officer or employee of registrant. Nor does any expert or counsel have any
contingent based agreement with us or any other interest in or connection to us.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII in the Registrant's Articles of Incorporation provides that the
Registrant shall indemnify to the fullest extent not prohibited by law any
person who was or is a party or is threatened to be made a party to any legal
proceeding against all expenses (including attorney's fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred by the person in
connection with such proceeding. Any repeal or modification of this Article by
the stockholders of the corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director or
officer of the corporation for acts of omissions prior to such repeal or
modification.
Article 7.1 of the Registrant's By-Laws provides that the Registrant shall
indemnify to the fullest extent not prohibited by law any person who was or is a
party or is threatened to be made a party to any proceeding (as hereinafter
defined) against all expenses (including attorney's fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such proceeding.
Under the foregoing provisions of the Registrant's Articles of Incorporation and
By-Laws, each person who is or was a director or officer shall be indemnified by
the Registrant to the full extent permitted or authorized by the General
Corporation Law of Nevada. Under such law, to the extent that such person is
successful on the merits of defense of a suit or proceeding brought against such
person by reason of the fact that such person is a director or officer of FTS
Group, such person shall be indemnified against expenses, including attorneys'
fees, reasonably incurred in connection with such action. If unsuccessful in
defense of a third-party civil suit or a criminal suit or if such a suit is
settled, such a person shall be indemnified under such law against both (1)
expenses (including attorneys' fees) and (2) judgments, fines and amounts paid
in settlement if such person acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, our best interests, and with
respect to any criminal action, had no reasonable cause to believe such person's
conduct was unlawful.
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 foregoing provisions, 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Description
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5.1 Opinion of Amy Trombly, Esq.
23.1 Consent of R. E. Bassie and Co.
23.2 Consent of Counsel (included in Exhibit 5 hereto).
99.1 Consulting Agreement between the Registrant and Pablo Oliva dated October
26, 2004.
99.2 Consulting Services Agreement between the Registrant and Ted Smith dated
October 26, 2004.
ITEM 9. UNDERTAKINGS
(a) The Registrant hereby undertakes:
1. To file, during any period in which it offers or sells securities are
being made, a post-effective amendment to this registration statement to:
(i) Include any additional or changed material information with
respect to the plan of distribution.
2. For determining liability under the Securities Act of 1933, that
each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be the
initial bona fide offering.
3. File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
For determining any liability under the Securities Act, treat the information
omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in form of prospectus filed by the
Registrant under Rule 424(b)(1), or (4) or 497(h) under the Securities
Act as part of this registration statement as of the time the Commission
declared it effective.
For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and that offering of the securities at that time as the initial bona fide
offering of those securities.
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 has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Levittown State of Pennsylvania on the 11th day of
January, 2005.
FTS GROUP, INC.
By: /s/ Scott Gallagher
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Scott Gallagher
Chairman of the Board, Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the dates indicated.
TITLE DATE
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/s/ Scott Gallagher
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Chairman of the Board, January 11, 2005
Chief Executive Officer,
and President
/s/ Linda Ehlen January 11, 2005
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Linda Ehlen
Chief Financial Officer,
Director
/s/ David Rasmussen January 11, 2005
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David Rasmussen
Director