-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S6HKqqsjOgzd+ykMrmx3sAVvdVB8aPQbsBmoiwtd3aTknBR8GU9ZFPWPZCavlaSP mwkSGcZrOkgDKbCvhtm1rA== 0001174064-03-000149.txt : 20031216 0001174064-03-000149.hdr.sgml : 20031216 20031216165652 ACCESSION NUMBER: 0001174064-03-000149 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20031216 EFFECTIVENESS DATE: 20031216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVICTA GROUP INC CENTRAL INDEX KEY: 0001212570 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-111233 FILM NUMBER: 031057889 BUSINESS ADDRESS: STREET 1: 9553 HARDING AVE STREET 2: SUITE 301 CITY: MIAMI BEACH STATE: FL ZIP: 33154 BUSINESS PHONE: 3058666525 MAIL ADDRESS: STREET 1: 9553 HARDING AVE STREET 2: SUITE 301 CITY: MIAMI BEACH STATE: FL ZIP: 33154 S-8 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INVICTA GROUP INC. ------------------ (Exact Name of Company as specified in its charter) Nevada 333-102555 91-2051923 -------------- ---------- ---------- (State of Incorporation) (Commission File No.) (IRS Employer ID Number) 9553 Harding Avenue, Miami Beach, Florida 33154 (Address of principal executive offices) FISCAL 2003 EQUITY COMPENSATION PLAN (Full title of the Agreement) William Fornah, President and CEO INVICTA GROUP INC. 9553 Harding Avenue, Miami Beach, Florida 33154 Copy to: J. Bennett Grocock The Business Law Group 455 S Orange Ave., Suite 500 Orlando, Florida 32801 ---------------------- (Name and address of agent for service) Company's telephone number: (305) 866- 6525 CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF TO BE TO BE OFFERING AGGREGATE REGISTRATION REGISTERED REGISTERED PRICE PER OFFERING FEE SHARE(2) PRICE(2) - ---------- ---------------- --------- --------- ------------ Common Stock par value $.001 per share 5,000,000(1) $0.24 $1,200,000 $97.08 - ---------- ---------------- --------- --------- ------------
(1) Represents 5,000,000 underlying shares of the Registrant's common stock, issuable under the Registrant's Fiscal 2003 Equity Compensation Plan. (2) The proposed maximum offering price per share is estimated solely for purpose of calculating the registration fee in accordance with Rule 457(F)(2). PART I INFORMATION REQUIRED IN THE PROSPECTUS Item 1. Plan Information Invicta Group Inc. (the "Company") is offering shares of its common stock to various individuals for consulting services performed on its behalf. This issuance of shares is being made pursuant to the Company's Fiscal 2003 Equity Compensation Plan (the "Plan") adopted by the Board of Directors on December 12, 2003. The shares issued hereunder will not be subject to any resale restrictions. The Plan is not qualified under ERISA and has no administrator, as the shares will be issued directly to participants selected and approved by the Board of Directors. The number of shares or options for shares to be delivered to particular consultant will equate to the value of the consulting services provided or to be provided by each individual. Additional information about the Plan may be obtained from Invicta Group Inc. 9553 Harding Avenue, Miami Beach, Florida 33154, tel: (305) 866 - 6525. Item 2. Registrant Information and Employee Plan Annual Information The participants shall be provided a written statement notifying them that upon written or oral request they will be provided, without charge, (i) the documents incorporated by reference in Item 3 of Part II of the registration statement, and (ii) other documents required to be delivered pursuant to Rule 428(b). The statement will inform the participants that these documents are incorporated by reference in the Section 10(a) prospectus, and shall include the address (giving title or department) and telephone number to which the request is to be directed. PART II ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents, which have been filed by the Company with the Securities and Exchange Commission, are hereby incorporated by reference into this Prospectus: a. The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002; b. The Company's Quarterly Reports on Form 10-QSB for the fiscal quarters ended March 31, 2003; June 30, 2003 and September 30, 2003; and c. The Company's Current Reports on Forms 8-K subsequent to December 31, 2002, and up to and including the date of filing of this Registration Statement. All documents filed by the Company with the Commission pursuant to Sections 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. ITEM 4. DESCRIPTION OF SECURITIES. The Company is currently authorized to issue 90,000,000 shares of common stock $0.001 per share, of which approximately 31,732,200 shares are issued and outstanding as of July 8, 2003, and 10,000,000 shares of preferred stock $0.001 per share, none of which are issued and outstanding. COMMON STOCK Holders of shares of common stock are entitled to share, on a ratable basis, such dividends as may be declared by the board of directors out of funds, legally available therefore. Upon our liquidation, dissolution or winding up, after payment to creditors, our assets will be divided pro rata on a per share basis among the holders of our common stock. Each share of common stock entitles the holders thereof to one vote. Holders of common stock do not have cumulative voting rights which mean that the holders of more than 50% of the shares voting for the election of directors can elect all of the directors if they choose to do so, and, in such event, the holders of the remaining shares will not be able to elect any directors. Our By-Laws require that only a majority of our issued and outstanding shares need be represented to constitute a quorum and to transact business at a stockholders' meeting. Our common stock has no preemptive, subscription or conversion rights and is not redeemable by us. PREFERRED STOCK We are authorized to issue 10,000,000 shares of preferred stock, par value $.001 per share, having such designations, rights, preferences, powers and limitations as may be determined by the board of directors at the time of designation. No preferred stock has yet been designated or issued. TRANSFER AGENT The Company's transfer agent and registrar for our common stock is Florida Atlantic Stock Transfer, 7130 Nob Hill Road, Tamarac, FL 33321. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. None. ITEM 6. Indemnification of Directors and Officers. The Nevada Statutes (the "Corporation Act") permits the indemnification of directors, employees, officers and agents of Nevada corporations. The Company's Articles of Incorporation (the "Articles") and Bylaws provide that the Company shall indemnify its directors and officers to the fullest extent permitted by the Corporation Act. The provisions of the Corporation Act that authorize indemnification do not eliminate the duty of care of a director, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Florida law. In addition, each director will continue to be subject to liability for (a) violations of criminal laws, unless the director had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful, (b) deriving an improper personal benefit from a transaction, (c) voting for or assenting to an unlawful distribution and (d) willful misconduct or conscious disregard for the best interests of the Company in a proceeding by or in the right of a shareholder. The statute does not affect a director's responsibilities under any other law, such as the Federal securities laws. The effect of the foregoing is to require the Company to indemnify the officers and directors of the Company for any claim arising against such persons in their official capacities if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. To the extent protection from liability for liabilities arising under the securities act may be permitted to our directors, officers and controlling persons of our company under the provisions described above, or otherwise, we have been advised that in the opinion of the SEC, this type of protection from liability is against public policy as expressed in the securities act and is, therefore, unenforceable. ITEM 7. Exemption From Registration Claimed. Not applicable. ITEM 8. Exhibits. Exhibit Number Description - -------------- ----------- 4.1 Fiscal 2003 Equity Consultant Compensation Plan 5 Opinion of Counsel, The Business Law Group. 23.1 Consent of Dreslin Financial Services, Independent Auditors. 23.2 Consent of The Business Law Group (Included in Exhibit 5). ITEM 9. Undertakings 1. The 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 of 1933; (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 formation set forth in the registration statement (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; (b) That, for the purpose of determining any liability under the Securities Act of 1933, 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 bonafide 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 offering. 2. The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, 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 in the initial bona fide offering thereof. SIGNATURES 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 authorized this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami Beach, Florida, on the 16th day of December, 2003. INVICTA GROUP, INC. By: /s/ William G. Forhan --------------------- William G. Forhan, Chairman and CEO Each person whose signature appears below hereby constitutes and appoints William Forham his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying all that said attorney-in-fact and agent or his substitute or substitutes, or any of them, may lawfully do or cause to be done by virtue hereof. In accordance with the requirements of the Securities Act of 1933, this to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Richard David Scott Director 12/16/03 - ----------------------- -------- -------- Richard David Scott REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INVICTA GROUP, INC. ------------------- (Exact name of Issuer as specified in its charter) EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 4.1 Fiscal 2003 Equity Consultant Compensation Plan 5 Opinion of Counsel, The Business Law Group. 23.1 Consent of Dreslin Financial Services, Independent Auditors. 23.2 Consent of The Business Law Group (Included in Exhibit 5). EX-4.1 3 doc2.txt FISCAL 2003 COMPENSATION PLAN Exhibit 4.1 INVICTA GROUP INC. FISCAL 2003 EQUITY COMPENSATION PLAN. INVICTA GROUP, INC., a Nevada corporation (the "Company"), hereby adopts The Fiscal 2003 Equity Compensation Plan (the "Plan") this 12th day of December 2003. Under the Plan, the Company may issue shares of the Company's common stock or grant options to acquire the Company's common stock, par value $0.001 (the "Stock"), from time to time to consultants or advisors of the Company or its subsidiaries, all on the terms and conditions set forth herein. In addition, at the discretion of the Board of Directors, Shares may from time to time be granted under this Plan to other individuals, including consultants or advisors, who contribute to the success of the Company or its subsidiaries, provided that bona fide services shall be rendered by consultants and advisors, and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. 1. Purpose of the Plan. ---------------------- The Plan is intended to aid the Company in rewarding those individuals who have contributed to the success of the Company. The Company has designed this Plan to permit the Company to reward those individuals who are not employees of the Company but who management perceives to have contributed to the success of the Company or who are important to the continued business and operations of the Company. The above goals will be achieved through the granting of Shares. 2. Administration of this Plan. ------------------------------ Administration of this Plan shall be determined by the Company's Board of Directors (the "Board"). Subject to compliance with applicable provisions of the governing law, the Board may delegate administration of this Plan or specific administrative duties with respect to this Plan on such terms and to such committees of the Board as it deems proper (hereinafter the Board or its authorized committee shall be referred to as "Plan Administrators"). The interpretation and construction of the terms of this Plan by the Plan Administrators thereof shall be final and binding on all participants in this Plan absent a showing of demonstrable error. No member of the Plan Administrators shall be liable for any action taken or determination made in good faith with respect to this Plan. Any shares approved by a majority vote of those Plan Administrators attending a duly and properly held meeting shall be valid. Any shares approved by the Plan Administrators shall be approved as specified by the Board at the time of delegation. 3. Shares of Stock Subject to this Plan. ------------------------------------------ The total number of shares issues pursuant to this Plan shall not exceed 5,000,000 shares. If any right to acquire Stock granted under this Plan is exercised by the delivery of shares of Stock or the relinquishment of rights to shares of Stock, only the net shares of Stock issued (meaning the shares of stock issued less the shares of Stock surrendered) shall count against the total number of shares reserved for issuance under the terms of this Plan. 4. Reservation of Stock on Granting of Rights. ------------------------------------------------ At the time any right is granted under the terms of this Plan, the Company will reserve for issuance the number of shares of Stock subject to such right until that right is exercised or expires. The Company may reserve either authorized but unissued shares or issued shares reacquired by the Company. 5. Eligibility. ----------- The Plan Administrators may grant shares to individuals who are not employees of the Company or its subsidiaries, including consultants and advisors, provided that such consultants and advisors render bona fide services to the Company or its subsidiaries and such services are not rendered in connection with the offer or sale of securities in a capital-raising transaction. In any case, the Plan Administrators shall determine, based on the foregoing limitations and the Company's best interests, which consultants and advisors are eligible to participate in this Plan. Shares shall be in the amounts, and shall have the rights and be subject to the restrictions, as may be determined by the Plan Administrators, all as may be within the provisions of this Plan. 6. Terms of Grants and Certain Limitations on Right to Exercise. --------------------------------------------------------------------- a. Each right to shares may have its terms established by the Plan Administrators at the time the right is granted. b. The terms of the right, once it is granted, may be reduced only as provided for in this Plan and under the express written provisions of the grant. c. Unless otherwise specifically provided by the written provisions of the grant or required by applicable disclosure or other legal requirements promulgated by the Securities and Exchange Commission ("SEC"), no participant of this Plan or his or her legal representative, legatee, or distributee will be, or shall be deemed to be, a holder of any shares subject to any right unless and until such participant exercises his or her right to acquire all or a portion of the Stock subject to the right and delivers any required consideration to the Company in accordance with the terms of this Plan and then only as to the number of shares of Stock acquired. Except as specifically provided in this Plan or as otherwise specifically provided by the written provisions of any grant, no adjustment to the exercise price or the number of shares of Stock subject to the grant shall be made for dividends or other rights for which the record date is prior to the date on which the Stock subject to the grant is acquired by the holder. d. Rights shall vest and become exercisable at such time or times and on such terms as the Plan Administrators may determine at the time of the grant of the right. e. Grants may contain such other provisions, including further lawful restrictions on the vesting and exercise of the grant as the Plan Administrators may deem advisable. f. In no event may a grant be exercised after the expiration of its term. g. Grants shall be non-transferable, except by the laws of descent and distribution. 7. Exercise Price. --------------- The Plan Administrators shall establish the exercise price payable to the Company for shares to be obtained pursuant to any purchase options which exercise price may be amended from time to time as the Plan Administrators shall determine. 8. Payment of Exercise Price. ---------------------------- The exercise of any option shall be contingent on receipt by the Company of the exercise price paid in either cash, certified or personal check payable to the Company. 9. Dilution or Other Adjustment. ------------------------------- The shares of Common Stock subject to this Plan and the exercise price of outstanding options are subject to proportionate adjustment in the event of a stock dividend on the Common Stock or a change in the number of issued and outstanding shares of Common Stock as a result of a stock split, consolidation, or other re-capitalization. The Company, at its option, may adjust the grants and rights made hereunder, issue replacements, or declare grants void. 10. Options to Foreign Nationals. ------------------------------- The Plan Administrators may, in order to fulfill the purpose of this Plan and without amending this Plan, grant Options to foreign nationals or individuals residing in foreign countries that contain provisions, restrictions, and limitations different from those set forth in this Plan and the Options made to United States residents in order to recognize differences among the countries in law, tax policy, and custom. Such grants shall be made in an attempt to give such individuals essentially the same benefits as contemplated by a grant to United States residents under the terms of this Plan. 11. Listing and Registration of Shares. -------------------------------------- Each grant shall be subject to the requirement that if at any time the Plan Administrators shall determine, in their sole discretion, that it is necessary or desirable to list, register, or qualify the shares covered thereby on any securities exchange or under any state or federal law, or obtain the consent or approval of any governmental agency or regulatory body as a condition of, or in connection with, the granting of such rights or the issuance or purchase of shares thereunder, such right may not be exercised in whole or in part unless and until such listing, registration, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Plan Administrators. 12. Expiration and Termination of this Plan. -------------------------------------------- This Plan may be abandoned or terminated at any time by the Plan Administrators except with respect to any rights then outstanding under this Plan. This Plan shall otherwise terminate on the earlier of the date that is five years from the date first appearing in this Plan or the date on which the 5,000,000th share is issued hereunder. 13. Amendment of this Plan. ------------------------- This Plan may not be amended more than once during any six month period, other than to comport with changes in the Code or the Employee Retirement Income Security Act or the rules and regulations promulgated thereunder. The Plan Administrators may modify and amend this Plan in any respect; provided, however, that to the extent such amendment or modification would cause this Plan to no longer comply with the applicable provisions of the Code governing incentive stock options as they may be amended from time to time, such amendment or modification shall also be approved by the shareholders of the Company. ATTEST: /s/ William G. Forhan - ----------------------- William G. Forhan, Chairman and CEO EX-5 4 doc3.txt OPINION OF COUNSEL Exhibit 5 OPINION AND CONSENT OF LEGAL COUNSEL The Business Law Group Attorneys at Law 455 S. Orange Ave., Suite 500 Orlando, FL 32801 December 12, 2003 The Board of Directors Invicta Group Inc. Gentlemen: We have acted as special securities counsel to Invicta Group, Inc. (the "Company"), in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") covering registration under the Securities Act of 1933, as amended, of the 5,000,000 underlying shares of the Company's common stock, $0.001 par value per share (the "Shares") issuable pursuant to the Company's 2003 Equity Compensation Plan (the "Plan"), attached as exhibit to the Registration Statement for which this opinion is provided. As such, we have examined the Registration Statement and such other documents of the Company as we deemed appropriate under the circumstances. Based upon the foregoing, and assuming that the Shares will be issued as set forth in the Plan, at a time when effective, and that there will be full compliance with all applicable securities laws involved under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated pursuant to said Acts, and in those states in which the Shares may be sold, we are of the opinion that, upon issuance of the Shares according to the Registration Statement and receipt of the consideration to be paid for the Shares, the Shares will be validly issued, fully paid and non-assessable shares of Common Stock of the Company. This opinion does not cover any matters related to any re-offer or re-sale of the Shares by the firm, once issued pursuant to the Agreement as described in the Registration Statement. This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent. This opinion is based on our knowledge of the law and facts as of the date hereof. We assume no duty to communicate with the Company in respect to any matter, which comes to our attention hereafter. Very truly yours, /s/ THE BUSINESS LAW GROUP - -------------------------- THE BUSINESS LAW GROUP Consent: We consent to the use of our opinion dated December 12, 2003, as an exhibit to the Registration Statement of Invicta Group, Inc., and to the reference to our firm in the Registration Statement. /s/ THE BUSINESS LAW GROUP - -------------------------- THE BUSINESS LAW GROUP EX-23.1 5 doc4.txt CONSENT OF DRESLIN Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS' The Board of Directors Invicta Group Inc. We consent to the incorporation by reference in the Registration Statement on Form S-8 of Invicta Group Inc. of our report dated April 4, 2003, relating to the consolidated financial statements of Invicta Group Inc. which report appears in the registration statement of Invicta Group Inc. on Form SB-2, Amendment No. 6 (Reg. No. 333-102555), filed with the SEC on August 15, 2003 DRESLIN FINANCIAL SERVICES /s/ David G. Dreslin - ----------------------- David G. Dreslin Seminole, Florida December, 16 2003 -----END PRIVACY-ENHANCED MESSAGE-----