SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INVICTA GROUP INC.
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(Exact Name of Company as specified in its charter)
Nevada 333-102555 91-2051923
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(State of Incorporation) (Commission File No.) (IRS Employer
ID Number)
9553 Harding Avenue, Miami Beach, Florida 33154
(Address of principal executive offices)
FISCAL 2005 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
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(Name and address of agent for service)
Company's telephone number: (305) 866- 6525
CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM
OFFERING PROPOSED MAXIMUM AMOUNT OF
TITLE OF AMOUNT TO BE PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(2) OFFERING PRICE (2) FEE
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Common Stock, par value $0.001 per share 10,000,000 shares (1) $ 0.01 $ 100,000 $ 12.67
(1) Represents 10,000,000 underlying shares of the Registrant's common
stock, issuable under the Registrant's Fiscal 2005 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 Fiscal 2005 Equity
Compensation Plan (the "Plan") adopted by the Board of Directors on January 7,
2005. 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, June 30, 2004 and September 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 114,155,777 shares are issued and
outstanding as of January 6, 2005, 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
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4.1 Fiscal 2005 Equity 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 7th day of January, 2005.
INVICTA GROUP INC.
By:----------------------------
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 1/10/05
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Richard David Scott
/s/ Mercedes Henze Director 1/10/05
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Mercedes Henze
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INVICTA GROUP INC.
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(Exact name of Issuer as specified in its charter)
EXHIBIT INDEX
Exhibit Number Description
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4.1 Fiscal 2005 Equity 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).
Exhibit 4.1
INVICTA GROUP INC.
FISCAL 2005 EQUITY COMPENSATION PLAN.
INVICTA GROUP INC., a Nevada corporation (the "Company"), this 7th day of
January, 2005, hereby adopts Fiscal 2005 Equity Compensation Plan (the "Plan").
Under the Plan, the Company may issue shares of the Company's common stock or
grant options to acquire the Company's common stock, par value $0.001 (the
"Stock"), from time to time to consultants or advisors of the Company or its
subsidiaries, all on the terms and conditions set forth herein. In addition, at
the discretion of the Board of Directors, Shares may from time to time be
granted under this Plan to other individuals, including consultants or advisors,
who contribute to the success of the Company or its subsidiaries, provided that
bona fide services shall be rendered by consultants and advisors, and such
services must not be in connection with the offer or sale of securities in a
capital-raising transaction.
1. Purpose of the Plan.
----------------------
The Plan is intended to aid the Company in rewarding those individuals who
have contributed to the success of the Company. The Company has designed this
Plan to permit the Company to reward those individuals who are not employees of
the Company but who management perceives to have contributed to the success of
the Company or who are important to the continued business and operations of the
Company. The above goals will be achieved through the granting of Shares.
2. Administration of this Plan.
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Administration of this Plan shall be determined by the Company's Board of
Directors (the "Board"). Subject to compliance with applicable provisions of
the governing law, the Board may delegate administration of this Plan or
specific administrative duties with respect to this Plan on such terms and to
such committees of the Board as it deems proper (hereinafter the Board or its
authorized committee shall be referred to as "Plan Administrators"). The
interpretation and construction of the terms of this Plan by the Plan
Administrators thereof shall be final and binding on all participants in this
Plan absent a showing of demonstrable error. No member of the Plan
Administrators shall be liable for any action taken or determination made in
good faith with respect to this Plan. Any shares approved by a majority vote of
those Plan Administrators attending a duly and properly held meeting shall be
valid. Any shares approved by the Plan Administrators shall be approved as
specified by the Board at the time of delegation.
3. Shares of Stock Subject to this Plan.
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The total number of shares issues pursuant to this Plan shall not exceed
20,000,000 shares. If any right to acquire Stock granted under this Plan is
exercised by the delivery of shares of Stock or the relinquishment of rights to
shares of Stock, only the net shares of Stock issued (meaning the shares of
stock issued less the shares of Stock surrendered) shall
count against the total number of shares reserved for issuance under the terms
of this Plan.
4. Reservation of Stock on Granting of Rights.
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At the time any right is granted under the terms of this Plan, the Company
will reserve for issuance the number of shares of Stock subject to such right
until that right is exercised or expires. The Company may reserve either
authorized but unissued shares or issued shares reacquired by the Company.
5. Eligibility.
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The Plan Administrators may grant shares to individuals who are not
employees of the Company or its subsidiaries, including consultants and
advisors, provided that such consultants and advisors render bona fide services
to the Company or its subsidiaries and such services are not rendered in
connection with the offer or sale of securities in a capital-raising
transaction. In any case, the Plan Administrators shall determine, based on the
foregoing limitations and the Company's best interests, which consultants and
advisors are eligible to participate in this Plan. Shares shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.
6. Terms of Grants and Certain Limitations on Right to Exercise.
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a. Each right to shares may have its terms established by the Plan
Administrators at the time the right is granted.
b. The terms of the right, once it is granted, may be reduced only as provided
for in this Plan and under the express written provisions of the grant.
c. Unless otherwise specifically provided by the written provisions of the
grant or required by applicable disclosure or other legal requirements
promulgated by the Securities and Exchange Commission ("SEC"), no
participant of this Plan or his or her legal representative, legatee, or
distributee will be, or shall be deemed to be, a holder of any shares
subject to any right unless and until such participant exercises his or her
right to acquire all or a portion of the Stock subject to the right and
delivers any required consideration to the Company in accordance with the
terms of this Plan and then only as to the number of shares of Stock
acquired. Except as specifically provided in this Plan or as otherwise
specifically provided by the written provisions of any grant, no adjustment
to the exercise price or the number of shares of Stock subject to the grant
shall be made for dividends or other rights for which the record date is
prior to the date on which the Stock subject to the grant is acquired by
the holder.
d. Rights shall vest and become exercisable at such time or times and on such
terms as the Plan Administrators may determine at the time of the grant of
the right.
e. Grants may contain such other provisions, including further lawful
restrictions on the vesting and exercise of the grant as the Plan
Administrators may deem advisable.
f. In no event may a grant be exercised after the expiration of its term.
g. Grants shall be non-transferable, except by the laws of descent and
distribution.
7. Exercise Price.
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The Plan Administrators shall establish the exercise price payable to the
Company for shares to be obtained pursuant to any purchase options which
exercise price may be amended from time to time as the Plan Administrators shall
determine.
8. Payment of Exercise Price.
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The exercise of any option shall be contingent on receipt by the Company of
the exercise price paid in either cash, certified or personal check payable to
the Company.
9. Dilution or Other Adjustment.
-------------------------------
The shares of Common Stock subject to this Plan and the exercise price of
outstanding options are subject to proportionate adjustment in the event of a
stock dividend on the Common Stock or a change in the number of issued and
outstanding shares of Common Stock as a result of a stock split, consolidation,
or other re-capitalization. The Company, at its option, may adjust the grants
and rights made hereunder, issue replacements, or declare grants void.
10. Options to Foreign Nationals.
-------------------------------
The Plan Administrators may, in order to fulfill the purpose of this Plan
and without amending this Plan, grant Options to foreign nationals or
individuals residing in foreign countries that contain provisions, restrictions,
and limitations different from those set forth in this Plan and the Options made
to United States residents in order to recognize differences among the countries
in law, tax policy, and custom. Such grants shall be made in an attempt to give
such individuals essentially the same benefits as contemplated by a grant to
United States residents under the terms of this Plan.
11. Listing and Registration of Shares.
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Each grant shall be subject to the requirement that if at any time the Plan
Administrators shall determine, in their sole discretion, that it is necessary
or desirable to list, register, or qualify the shares covered thereby on any
securities exchange or under any state or federal law, or obtain the consent or
approval of any governmental agency or regulatory body as a condition of, or in
connection with, the granting of such rights or the issuance or purchase of
shares thereunder, such right may not be exercised in whole or in part unless
and until such listing, registration, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the Plan
Administrators.
12. Expiration and Termination of this Plan.
--------------------------------------------
This Plan may be abandoned or terminated at any time by the Plan
Administrators
except with respect to any rights then outstanding under this Plan. This Plan
shall otherwise terminate on the earlier of the date that is five years from the
date first appearing in this Plan or the date on which the 20,000,000th share is
issued hereunder.
13. Amendment of this Plan.
-------------------------
This Plan may not be amended more than once during any six month period,
other than to comport with changes in the Code or the Employee Retirement Income
Security Act or the rules and regulations promulgated thereunder. The Plan
Administrators may modify and amend this Plan in any respect; provided, however,
that to the extent such amendment or modification would cause this Plan to no
longer comply with the applicable provisions of the Code governing incentive
stock options as they may be amended from time to time, such amendment or
modification shall also be approved by the shareholders of the Company.
ATTEST:
/s/ William G. Forhan
_______________________________
William G. Forhan, President,
Co-Chairman and CEO
Exhibit 5
OPINION AND CONSENT OF LEGAL COUNSEL
The Business Law Group
Attorneys at Law
255 S. Orange Ave., Suite 1201
Orlando, FL 32801
January 7, 2005
The Board of Directors
Invicta Group Inc.
Gentlemen:
We have acted as special securities counsel to Invicta Group Inc. (the
"Company"), in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") covering registration under
the Securities Act of 1933, as amended, of the 10,000,000 underlying shares of
the Company's common stock, $0.001 par value per share (the "Shares") issuable
pursuant to the Company's Fiscal 2005 Equity Compensation Plan (the "Plan"),
attached as exhibit to the Registration Statement for which this opinion is
provided. As such, we have examined the Registration Statement and such other
documents of the Company as we deemed appropriate under the circumstances.
Based upon the foregoing, and assuming that the Shares will be issued as
set forth in the Plan, at a time when effective, and that there will be full
compliance with all applicable securities laws involved under the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated pursuant to said Acts, and in those states in
which the Shares may be sold, we are of the opinion that, upon issuance of the
Shares according to the Registration Statement and receipt of the consideration
to be paid for the Shares, the Shares will be validly issued, fully paid and
non-assessable shares of Common Stock of the Company. This opinion does not
cover any matters related to any re-offer or re-sale of the Shares by the firm,
once issued pursuant to the Agreement as described in the Registration
Statement.
This opinion is not to be used, circulated, quoted or otherwise referred to
for any other purpose without our prior written consent. This opinion is based
on our knowledge of the law and facts as of the date hereof. We assume no duty
to communicate with the Company in respect to any matter, which comes to our
attention hereafter.
Very truly yours,
/s/ THE BUSINESS LAW GROUP
Consent:
We consent to the use of our opinion dated January 7, 2005, as an exhibit
to the Registration Statement of Invicta Group Inc., and to the reference to our
firm in the Registration Statement.
/s/ THE BUSINESS LAW GROUP
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS'
January 7, 2005
The Board of Directors
Invicta Group Inc.
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission of
our report dated April 14, 2004, with respect to the financial statements of
Invicta Group, Inc. for the year ended December 31, 2003.
Larry Wolfe, C.P.A.
/s/ Larry Wolfe
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Larry Wolfe, C.P.A.
Miami, Florida