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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PARK CITY GROUP, INC.
(Exact name of registrant as specified in its charter)
NEVADA 37-1454128
(State or other jurisdiction of (I.R.S. Employer Identification)
incorporation or organization no.)
Consulting Agreement between Park City Group, Inc.
and Ed Elenson dated June 30, 2003
AMENDMENT FILED OCTOBER 20, 2003
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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) 649-2221
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(Telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Amount to be Registered Proposed maximum Proposed Maximum Amount of Registration
Registered Offering price Per Share Aggregate offering price Fees
* .00008090
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Common 600,000 $.045 $27,000.00 $2.18
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Part I
Item 1: N/A Plan Information: N/A Consulting 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) Quarterly Report 10-QSB for First Quarter Ended 9/30/02
b) Quarterly Report 10-QSB for Second Quarter Ended 12/31/02
c) Quarterly Report 10-QSB for Third Quarter Ended 03/31/02
d) Annual Report 10-KSB for year ended 6/30/03
e) Quarterly Report 10-QSB for First Quarter Ended 9/30/03
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 Consulting Agreement dated 6/30/03 with Ed Elenson.
Modification in Exhibit A.
Exhibit 8.2 Letter from Counsel
Exhibit 23 Consent of Independent Auditors
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 December 17, 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 Director
BY: /s/ Bernard F. Brennan BY: /s/ Thomas W. Wilson
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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: