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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PARK CITY GROUP, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 37-1454128
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(State or other jurisdiction of (I.R.S. Employer Identification)
incorporation or organization no.)
Wellman and Silverman Agreements
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(Full title of the plan)
Edward L. Clissold, Esq.
333 Main Street # 300; P.O. Box 5000
Park City, UT 84060
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(Name and Address of agent for service)
(435) 645-2221
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(Telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE
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Amount of Registration
Title of Securities to be Amount to be Proposed maximum Proposed Maximum Fees
Registered Registered Offering price Per Share Aggregate offering price * .00008090
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Common 64,107 $.07 $ 4,487.49
Common 242,937 $.07 $17,005.59
Common 42,857 $.07 $ 2,999.99
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349,901 shares $24,493.07 $1.98
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Part I
Item 1: N/A Plan Information: N/A Employment Agreement See Exhibit 8.1
Item 2: N/A Registrant Information and Employee Plan Annual Information
Part II
Item 3: Incorporation of Documents by Reference
a) Annual Report 10-KSB for year ending 6/30/02
b) Quarterly Report 10-QSB for First Quarter Ended 9/30/02
c) Quarterly Report 10-QSB for Second Quarter Ended 12/31/02
Item 4: Description of Securities
a) Park City Group, Inc. Common Stock - $0.01 par value
Item 5: N/A Interests of Named Experts and Counsel
Item 6: Indemnification of Directors and Officers
A director or officer of the Corporations shall not be personally
liable to the Corporation or its stockholders for damages for breach of
fiduciary duty as a director or officer, except for: (1) acts or
omissions which involve intentional misconduct, fraud or a knowing
violation of law; or (2) the payment of dividends in violation of NRS
78.300.
Also the Corporation shall, to the fullest extent permitted by the
provisions of ss.78.7502 of the Nevada Revised Statutes, as the same
may be amended and supplemented, indemnify any and all officers and
directors from and against any and all of the expenses, liabilities, or
other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under the
Bylaw agreement, vote of stockholders, or disinterested directors, or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director or officer and shall inure to
the benefit of the heirs, executors, and administrators of such a
person.
Item 7: N/A Exemption from Registration Claimed
Item 8: Exhibits
Exhibit 8.1 Employment Agreement with Peter Wellman and Park City Group
dated September 16, 2002.
Exhibit 8.2 Letter from Peter Wellman's Counsel
Exhibit 8.3 Calculations of S-8 Stock as of March 31, 2003 and of
March 3, 2003
Exhibit 8.4 Calculations of S-8 Stock for Stuart Silverman 12/6/02 and
agreement.
Item 9: N/A Undertakings
SIGNATURES
The Registrant. 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 Park City State of Utah, on May 6, 2003. Pursuant to
the requirements of the Securities Act of 1933, the following persons in their
capacities and on the date indicated have signed this registration statement.
Registrant: PARK CITY GROUP, INC. Registrant: PARK CITY GROUP, INC.
BY: /s/ Randall K. Fields BY: /s/ Edward C. Dmytryk
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(Signature) (Signature)
Name & Title: Randall K. Fields Name & Title: Edward C. Dmytryk
CEO, President and Director Secretary, CFO and Director
BY: /s/ Bernard F. Brennan BY: /s/ Thomas W. Wilson, Jr.
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(Signature) (Signature)
Name & Title: Bernard F. Brennan; Director Name & Title: Thomas W. Wilson, Jr.;
Date: Director
Date:
BY: /s/ William R. Jones BY: /s/ Anthony E. Meyer
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(Signature) (Signature)
Name & Title: William R. Jones; Director Name & Title: Anthony E. Meyer,
Date: Director
Date:
The Plan (N/A)