As filed with the Securities and Exchange Commission on March 15, 2004
Registration No. ________________
United States
Securities and Exchange Commission
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 (I.R.S. Employer
Incorporation or organization) Identification Number)
4899
(Primary Standard Industrial
(Classification Code Number)
30 West Gude Drive, Suite 470
Rockville, Maryland 20850
(240) 403-2000
(Address and telephone number of registrant's principal executive offices)
WorldTeq 2004 EMPLOYEE Stock OPTION Plan
(Full title of the plan)
Jeffrey Lieberman
30 West Gude Drive, Suite 470
Rockville, Maryland 20850
(240) 403-2000
(Name, address and telephone number of agent for service)
With a copy to:
Jonathan Dariyanani, Esq.
1329 Clay Street, Suite 300
San Francisco, CA 94109
(415) 699-7121 Tel
(415) 358-5548 Fax
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to Amount to be Proposed Proposed Maximum Amount of
be Registered Registered (1) Maximum Aggregate Offering Registration Fee
Offering Price Price (2)
per Share (2)
Common Stock, $.001 par value, 2,350,000 $0.13 $305,500 38.71
issuable pursuant to outstanding stock
options under the 2004 Employee Stock
Option Plan
Common Stock, $.001 par value, 1,000,000 $0.13 $130,000 16.47
issuable pursuant to unissued stock
options under the 2004 Employee Stock
Option Plan
---------------------------------------- -------------------- ----------------- -------------------- -----------------
Total: 3,350,000 Total: 55.18
(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement shall cover any
additional shares of common stock which become issuable under any of the
plans covered hereby by reason of any stock dividend, stock split,
recapitalization or any other similar transaction without receipt of
consideration which results in an increase in the number of shares of
Registrant's outstanding common stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act. The
offering price per share and aggregate offering price for the outstanding
stock options are based upon the weighted average exercise price of such
options. The offering price per share and aggregate offering price for the
unissued stock options and common stock are based upon the average of the
high and low prices of Registrant's common stock as reported on the OTC
Bulletin Board on February 25, 2004.
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
PART II:
Information Required in the Registration Statement
Item 3: INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by WorldTeq Group International, Inc. ("WorldTeq"
or the "Company") with the Securities and Exchange Commission are incorporated
by reference into this Registration Statement:
(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 Quarterly Report on Form 10-QSB for the period ending
September 30, 2003 filed with the SEC on November 20, 2003;
(e) 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
Not applicable.
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
Exhibit Exhibit
Number
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(e).
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 5 of this
Registration Statement.
99.1 Worldteq 2004 Employee Stock Option Plan.
Item 9. UNDERTAKINGS.
1. The undersigned 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;
(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 information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement, and
(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;
Provided, however, that paragraphs (a)(i) and (a)(ii) do 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 issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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 the initial bona
fide 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 Registrant's 2004 Employee Stock Option Plan.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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 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 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
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.
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 March 15, 2004.
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 March 15, 2004
---------------------- Officer and Director (Principal
Financial and Accounting Officer,
Jeffrey Lieberman Principal Executive Officer)
/s/ TIMOTHY CARNAHAN Director March 15, 2004
----------------------
Timothy Carnahan
/s/ BRIAN ROSINSKI Director March 15, 2004
----------------------
Brian Rosinski
/s/ Mark Butler Director March 15, 2004
----------------------
Mark Butler
EXHIBIT INDEX
Exhibit Exhibit
Number
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(e).
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 5 of this
Registration Statement.
99.1 WorldTeq 2004 Employee Stock Option Plan.