As filed with the Securities and Exchange Commission on October 28, 2003
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMIS32SION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
WORLDTEQ GROUP INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 03-7392107
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
30 West Gude Drive, Suite 470
Rockville, MD 20850
(Address of principal executive offices, including zip code)
Worldteq Individual Employee Stock Plans 2003
(Full title of the Plan)
Jeffrey Lieberman
Senior Vice President and General Counsel
Worldteq Group International, Inc.
30 West Gude Drive, Suite 470
(Name and address of agent for service) (240) 403-2000
(Telephone number, including area code, of agent for service)
This Registration Statement shall become effective immediately upon filing
with the Securities and Exchange Commission and sales of the registered
securities will begin as soon as reasonably practicable after such effective
date.
CALCULATION OF REGISTRATION FEE
Title of Securities to be Amount to be Offering Price per Aggregate Amount of
Registered Registered(1) Share Offering Price(2) Registration Fee
Worldteq Individual Employee
Stock Plans 2003
Common Stock 3,000,000 Shares $0.08 $240,000.00 $19.42
Aggregate Filing Fee: $19.42
(1) This Registration Statement shall also cover any additional shares of
Registrant's Common Stock which become issuable under the Worlteq Individual
Employee Stock Plans by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the Registrant's
receipt of consideration which results in an increase in the number of the
outstanding shares of Registrant's Common Stock.
2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average of the high
and low selling prices per share of Registrant's Common Stock on October 24,
2003 as reported by the OTC Bulletin Board.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission ("SEC"):
(a) The Registrant's Annual Report on Form 10-KSB/A for the fiscal year
ended December 31, 2002, filed with the SEC on May 12, 2003;
(b) The Registrant's Quarterly Report on Form 10-QSB for the period ending
March 31,2003 filed with the SEC on May 20, 2003;
(c) The Registrant's Quarterly Report on Form 10-QSB for the period ending
June 30, 2003 filed with the SEC on August 22, 2003;
(d) The Registrant's Registration Statement No.000-27243 on Form 10SB12G/A
filed with the SEC on March 3, 2000 pursuant to Section 12 of the
Securities Exchange Act of 1934 (the "1934 Act"), which describes the
terms, rights and provisions applicable to the Registrant's
outstanding Common Stock.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
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 document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Under Nevada Corporate Law, the Registrant has broad powers to indemnify
its directors and officers against liabilities they may incur in such
capacities, including liabilities under the Securities Act of 1933, as amended
(the "1933 Act"). The Registrant's Bylaws (the "Bylaws") provide that the
Registrant shall indemnify its directors and officers if such officer or
director acted (i) in good faith, (ii) in a manner reasonably believed to be in
or not opposed to the best interests of the Registrant, and (iii) with respect
to any criminal action or proceeding, had no reasonable cause to believe such
conduct was unlawful. The Registrant believes that indemnification under its
Bylaws covers at least negligence and gross negligence, and requires the
Registrant to advance litigation expenses in the case of stockholder derivative
actions or other actions, against an undertaking by the directors and officers
to repay such advances if it is ultimately determined that the director is not
entitled to indemnification. The Bylaws further provide that rights conferred
under such Bylaws shall not be deemed to be exclusive of any other right such
persons may have or acquire under any agreement, vote of stockholders or
disinterested directors, or otherwise.
In addition, the Registrant's Articles of Incorporation (the "Articles of
Incorporation") provides that, pursuant to Nevada law, none of its directors
shall be liable for monetary damages for breach of his or her fiduciary duty of
care to the Registrant and its stockholders. This provision in the Articles of
Incorporation does not eliminate the duty of care, 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 breach of the director's
duty of loyalty to the Registrant for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Nevada law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws. The Articles of Incorporation further
provides that the Registrant shall indemnify its directors and officers to the
fullest extent permitted by law and requires the Registrant to advance
litigation expenses in the case of stockholder derivative actions or other
actions, against an undertaking by the director to repay such advances if it is
ultimately determined that the director is not entitled to indemnification. The
Articles of Incorporation also provides that rights conferred under such
Articles of Incorporation shall not be deemed to be exclusive of any other right
such persons may have or acquire under any statute, the Articles of
Incorporation, the Bylaws, agreement, vote of stockholders or disinterested
directors, or otherwise.
The Registrant has obtained a liability insurance policy for the officers
and directors that, subject to certain limitations, terms and conditions, will
insure them against losses arising from wrongful acts (as defined by the policy)
in their capacity as directors or officers.
In addition, the Registrant has entered into agreements to indemnify its
directors and certain of its officers in addition to the indemnification
provided for in the Articles of Incorporation and Bylaws. These agreements,
among other things, indemnify the Registrant's directors and certain of its
officers for certain expenses (including attorneys fees), judgments, fines and
settlement amounts incurred by such person in any action or proceeding,
including any action by or in the right of the Registrant, on account of
services as a director or officer of the Registrant or as a director or officer
of any subsidiary of the Registrant, or as a director or officer of any other
company or enterprise that the person provides services to at the request of the
Registrant.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit
Number Exhibit
4.1 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-27243 on
Form 10SB12G/A, which is incorporated herein by reference
pursuant to Item 3(d).
5.1 Opinion and consent of Jonathan Ram Dariyanani, Esq.
23.1 Consent of Independent Accountants.
23.2 Consent of Jonathan Ram Dariyanani, Esq. (contained in Exhibit
5.1)
24.1 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Worldteq Individual Employee Stock Plan 2003
Item 9. Undertakings.
A. The undersigned 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 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if 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 1934 Act that are
incorporated by reference into this 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 and (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 Registrant's
Worldteq Individual Employee Stock Plan 2003.
B. The undersigned Registrant hereby undertakes that, for 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 that is
incorporated by reference into this 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.
C. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that, in the opinion of the SEC, 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, as amended, 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 Rockville, State of Maryland on this 28thday of
October, 2003.
WORLDTEQ GROUP INTERNATIONAL, INC.
(Registrant)
By: /s/ JEFFREY LIEBERMAN
Jeffrey Lieberman
President, CEO and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Worldteq Group
International, Inc., a Nevada corporation, do hereby constitute and appoint
Jeffrey Lieberman and Timothy Carnahan each of them, the lawful attorneys-in-
fact and agents with full power and authority to do any and all acts and things
and to execute any and all instruments which said attorneys and agents, and any
one of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/ JEFFREY LIEBERMAN President and Chief Executive October 22, 2003
---------------------- Officer and Director (Principal
Jeffrey Lieberman Financial and Accounting Officer)
Jeffrey Lieberman (Principal Executive Officer)
/s/ TIMOTHY CARNAHAN Director October 22, 2003
----------------------
Timothy Carnahan
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
WORLDTEQ GROUP INTERNATIONAL, INC.
EXHIBITS INDEX
Exhibit
Number Exhibit
4.1 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-27243 on
Form 10SB12G/A, which is incorporated herein by reference
pursuant to Item 3(d).
5.1 Opinion and consent of Jonathan Ram Dariyanani, Esq.
23.1 Consent of Independent Accountants.
23.2 Consent of Jonathan Ram Dariyanani, Esq. (contained in Exhibit
5.1)
24.1 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Worldteq Individual Employee Stock Plan 2003