SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INVICTA GROUP INC.
------------------
(Exact Name of Company as specified in its charter)
Nevada 333-102555 91-2051923
------ ---------- ----------
(State of Incorporation) (Commission File No.) (IRS Employer ID Number)
9553 Harding Avenue, Miami Beach, Florida 33154
(Address of principal executive offices)
AMENDED AND RESTATED
FISCAL 2004 EQUITY COMPENSATION PLAN
(Full title of the Agreement)
William Forhan, President and CEO
INVICTA GROUP INC.
9553 Harding Avenue, Miami Beach, Florida 33154
Copy to:
J. Bennett Grocock
The Business Law Group
455 S Orange Ave., Suite 500
Orlando, Florida 32801
----------------------
(Name and address of agent for service)
Company's telephone number: (305) 866- 6525
CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED
SECURITIES MAXIMUM MAXIMUM AMOUNT OF
TO BE AMOUNT OFFERING AGGREGATE REGISTRATION
REGISTERED TO BE REGISTERED PRICE PER OFFERING FEE
SHARE (2) PRICE (2)
- ---------- ---------------- --------- --------- ------------
Common Stock,
par value $.001
par share 5,000,000 (1) $.1 $ 500,000 $63.35
- ---------- ---------------- --------- --------- ------------
(1) Represents 5,000,000 underlying shares of the Registrant's common
stock, issuable under the Registrant's Amended and Restated Fiscal
2004 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).
PART I
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 Amended and Restated
Fiscal 2004 Equity Compensation Plan (the "Plan") adopted by the Board of
Directors on June 7, 2004, as amended and restated on October 22, 2004. 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. 9553 Harding Avenue, Miami Beach, Florida 33154, tel: (305) 866- 6525.
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, 2003;
b. The Company's Quarterly Reports on Form 10-QSB for the fiscal quarters
ended March 31, 2004 and June 30, 2004; and
c. The Company's Current Reports on Forms 8-K subsequent to December 31,
2003, 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.
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 190,000,000 shares of common
stock $0.001 per share, of which approximately 63,722,279 shares are issued and
outstanding as of October 22, 2004, and 10,000,000 shares of preferred stock
$0.001 per share, none of which are issued and outstanding.
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 10,000,000 shares of preferred stock, par value
$.001 per share, having such designations, rights, preferences, powers and
limitations as may be determined by the board of directors at the time of
designation. No preferred stock has yet been designated or issued.
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.
None.
ITEM 6. Indemnification of Directors and Officers.
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 Amended and Restated Fiscal 2004 Equity Consultant
Compensation Plan
5 Opinion of Counsel, The Business Law Group.
23.1 Consent of Larry Wolfe, C.P.A., Independent Auditors.
23.2 Consent of The Business Law Group
(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;
(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.
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 Miami Beach, Florida, on the 22th day of October, 2004.
INVICTA GROUP INC.
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 10/26/04
- --------------------------
Richard David Scott
/s/ John Latimer Director 10/26/04
- ------------------
John Latimer
/s/ Mercedes Henze Director 10/26/04
- --------------------
Mercedes Henze
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 Amended and Restated Fiscal 2004 Equity Consultant
Compensation Plan
5 Opinion of Counsel, The Business Law Group.
23.1 Consent of Larry Wolfe, C.P.A., Independent Auditors.
23.2 Consent of The Business Law Group
(Included in Exhibit 5).