As filed with the Securities and Exchange Commission on May 20, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HY-TECH TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4868120
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1840 BOY SCOUT DRIVE
FORT MYERS, FL 33907
(239) 278-4111
(Address, Including Zip Code and Telephone Number, of
Principal Executive Offices)
MODIFIED RETAINER AGREEMENT WITH KAPLAN GOTTBETTER & LEVENSON, LLP
(Full Title of the Plan)
Copy to:
MARTIN NIELSON ADAM S. GOTTBETTER, ESQ.
HY-TECH TECHNOLOGY GROUP, INC. KAPLAN GOTTBETTER & LEVENSON, LLP
1840 BOY SCOUT DRIVE 630 THIRD AVENUE
FORT MYERS, FL 33907 NEW YORK, NEW YORK 10017
(239) 278-4111 (212) 983-6900
--------------
(Name, Address and Telephone Number,
including Area Code, of Agent
for Service)
CALCULATION OF REGISTRATION FEE
----------------------------------------------- --------------- --------------- ------------------ -----------------
PROPOSED
MAXIMUM
OFFERING PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
----------------------------------------------- --------------- --------------- ------------------ -----------------
Common Stock, par value $.001 per share 1,200,000 $0.26 $312,000 $25.24
----------------------------------------------- --------------- --------------- ------------------ -----------------
TOTAL: 1,200,000 $0.26 $312,000 $25.24
----------------------------------------------- --------------- --------------- ------------------ -----------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) on the basis of
the average of the high and low prices of the common stock of the Registrant as traded in the over-the counter
market and reported on the OTC Electronic Bulletin Board of the National Association of Securities Dealers on
May 19, 2003
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Pursuant to the Note to Part I of the Form S-8, the information required by
Part I is not filed with the Securities and Exchange Commission.
ITEM 2. INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Registrant will provide without charge to each person to whom a copy of a
Section 10(a) Prospectus hereunder is delivered, upon the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement by reference. Requests for such information should be directed to
Hy-Tech Technology Group, Inc., 1840 Boy Scout Drive, Fort Myers, FL 33907 (239)
278-4111.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this registration
statement.
a) Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2002 filed pursuant to Section 13(c) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
b) All other reports filed by Registrant pursuant to Section 13(c) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the Form 10-KSB referred to in (a) above.
c) The description of the common stock, $.001 par value per share (the
"Common Stock") of the Registrant is contained in the Registrant's
registration statement on Form SB-2, as amended.
All documents filed by the Registrant pursuant to Section 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.
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable. The class of securities to be offered is registered under
Section 12 of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The validity of the shares of common stock registered in this registration
statement has been passed upon for the Registrant by Kaplan Gottbetter &
Levenson, LLP, ("KGL") whose opinion is attached hereto as Exhibit 5. Adam S.
Gottbetter a partner in KGL, will be issued the shares of common stock of the
Registrant being registered as payment for legal services rendered. KGL
presently owns shares of Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Generally, Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers a Delaware corporation to indemnify any person for claims arising
against the person for serving as a present or former director, officer,
employee, or agent of the corporation. Indemnity is available only if the person
acted in good faith and in a manner reasonably believed to be in, or not opposed
to, the best interests of the corporation. If the claim is a criminal action,
indemnification may be available only if the person had no reasonable cause to
believe his or her conduct was unlawful. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with the claim.
A Delaware corporation may also indemnify persons against expenses
(including attorneys' fees) incurred for actions brought by or on behalf of the
corporation subject to the conditions discussed above, except that no
indemnification is permitted in respect of any claim as to which person shall
have been found to be liable to the corporation unless a court determines that,
in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity.
To the extent the person is successful in defending a claim described in
the preceding two paragraphs, the corporation must indemnify the person against
expenses (including attorneys' fees) actually and reasonably incurred. The
indemnification and advancement of expenses provided for in Section 145 is not
exclusive of any other rights to which the person may be entitled under any
By-law, agreement, vote of stockholders or disinterested directors, or
otherwise.
Section 145 of the DGCL also provides that a corporation may maintain
insurance against liabilities for which indemnification is not expressly
provided by the statute. The Registrant maintains reasonable levels of insurance
against liabilities for indemnification which it may incur under its Certificate
of Incorporation, as amended (the "Certificate of Incorporation") and By-laws
(the "By-laws").
Article VII of the Registrant's By-laws provides that the Registrant will
indemnify, defend and hold harmless directors, officers, employees and agents of
the Registrant to the fullest extent currently permitted under the DGCL.
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In addition, Article Sixth of the Registrant's Certificate of
Incorporation, as permitted by Section 102(b) of the DGCL, provides that neither
the Registrant not its stockholders may recover damages from the Registrant's
directors for a breach of their fiduciary duty in the performance of their
duties as directors of the Registrant, unless the breach relates to (i) the
director's duty of loyalty, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) Section 174
of the DGCL or (iv) any transactions for which the director derived an improper
benefit. The Registrant's By-laws provide for indemnification of the
Registrant's directors, officers, employees and agents on the terms permitted
under Section 145 of the DGCL summarized above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT NO. DESCRIPTION
4. Modified Retainer Agreement dated May 15, 2003,
between Registrant and Kaplan Gottbetter & Levenson, LLP.
5. Opinion of Counsel, Kaplan Gottbetter & Levenson, LLP.
23.1 Consent of Counsel (included in Exhibit 5 hereto).
23.2 Consent of Malone & Bailey, PLLC, Auditors.
ITEM 9. UNDERTAKINGS
The 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 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;
2. For determining liability under the Securities Act of 1933,
treat each such post-effective amendment as a new
registration statement of the securities offered, and the
offering of the securities at the time to be the initial
bona fide offering.
3. File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.
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SIGNATURES
HY-TECH TECHNOLOGY GROUP, INC.
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 New York, State of New York on the 20th day of May
2003.
By: /s/ MARTIN NIELSON
Martin Nielson,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicates and on the dates indicated.
TITLE DATE
/s/ MARTIN NIELSON Chief Executive Officer and Director May 20, 2003
-------------------
Martin Nielson
/s/ GARY F. MCNEAR Vice President, Chief Financial May 20, 2003
------------------- Officer, Secretary and Director
Gary F. McNear
/s/ CRAIG W. CONKLIN Vice President, Chief Operating May 20, 2003
-------------------- Officer and Director
Craig W. Conklin
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