S-8 1 s8011014_s8.htm FORM S-8 REGISTRATION STATEMENT Form S-8 Registration Statement

As Filed with the Securities and Exchange Commission on January 13, 2014


Registration No. 333-    

______________________________________________________________________________________________________


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________


FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

______________________________



THE DIGITAL DEVELOPMENT GROUP CORP.

(Exact name of registrant as specified in its charter)


Nevada

(State or other jurisdiction of

incorporation or organization)

98-0515726

 (I.R.S. Employer

Identification No.)

 

 

6630 Sunset Blvd.

Los Angeles, California

 (Address of Principal Executive Offices)

90028

(Zip Code)

______________________________


The Digital Development Group Corp. 2014 Equity Incentive Plan

 (Full title of the plan)

______________________________


Martin W. Greenwald
Chief Executive Officer
The Digital Development Group Corp.
6630 Sunset Blvd.

Los Angeles, California 90028

 (Name and Address of Agent For Service)


(800) 783-3128

 (Telephone number, including area code, of agent for service)

_______________________________


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large Accelerated filer       .

 

Accelerated filer       .

 

Non-accelerated filer       .
(Do not check if a smaller reporting company)

 

Smaller reporting company   X .






CALCULATION OF REGISTRATION FEE

Title of  Securities to be Registered

 

Amount to be
Registered (1)(2)

 

Proposed
Maximum
Offering Price 
Per Share (3)

 

Proposed Maximum
Aggregate Offering
Price (3)

 

Amount of 
Registration Fee

 

Common Stock, par value $0.001 per share

 

3,000,000

 

$

0.055

 

$

165,000

 

$

21.25

 

 

(1)

 

The Company is registering 3,000,000 shares of Common Stock, par value $0.001 per share (the “Common Stock”) to be issued as Stock Awards under The Digital Development Group Corp. 2014 Equity Incentive Plan.  

(2)

 

Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock which become issuable as Stock Awards under The Digital Development Group Corp. 2014 Equity Incentive Plan by reason of any stock split, stock dividend, recapitalization or any other similar transaction effected without receipt of consideration, which results in an increase in the Registrant’s outstanding shares of Common Stock.

(3)

 

Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act, solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Common Stock as reported OTC Markets on January 7, 2014.


The Registration Statement shall become effective upon filing in accordance with Rule 462(a) under the Securities Act.






PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.*


Item 2.  Registrant Information and Employee Program Annual Information.*


* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the Note to Part I of Form S-8.


PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.


The following documents filed by the Registrant with the Securities and Exchange Commission (“SEC”) are hereby incorporated by reference into this Registration Statement:


(a)

The Registrant’s latest annual report on Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC on July 15, 2013 pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);


(b)

All reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s latest annual report; and


(c)

The description of the Registrant’s common stock contained in the Registrant’s Form 8-K filed with the SEC on August 6, 2012, including any amendments filed for the purpose of updating such descriptions.


In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, will be incorporated by reference into this registration statement 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 the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or deemed to be 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.


Not applicable.


Item 5.  Interests of Named Experts and Counsel.


Steven James Davis, A Professional Corporation, has acted as special counsel to the Company in connection with the preparation and filing of this registration statement with the Securities and Exchange Commission, and has furnished the opinion on the validity of the securities being registered under this registration statement, which opinion is attached in Exhibit 5.1 of this registration statement.  As of the date of the filing of this registration statement with the Securities and Exchange Commission, Steven J. Davis, the principal of Steven James Davis, A Professional Corporation, holds 1,250,000 shares of the Company’s common stock which were not issued under the Plan.  The Company may, in the future, issue to Steven J. Davis shares of Company common stock or options to purchase shares of Company common stock under the Plan as compensation for legal services provided to the Company, excluding compensation for legal services provided to the Company relating to capital raising activities or this registration statement.   







  

Item 6.  Indemnification of Directors and Officers.


Nevada Law

 

Section 78.7502 of the Nevada Revised Statutes permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he:

 

 (a)

is not liable pursuant to Nevada Revised Statute 78.138, or

 

 (b)

acted in good faith and in a manner which 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.

 

In addition, Section 78.7502 permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he:

 

 (a)

is not liable pursuant to Nevada Revised Statute 78.138; or

 

 (b)

acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.

 

To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter, the corporation is required to indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

 

Section 78.751 of the Nevada Revised Statutes provides that such indemnification may also include payment by the Company of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if he shall be ultimately found not to be entitled to indemnification under Section 78.751. Indemnification may be provided even though the person to be indemnified is no longer a director, officer, employee or agent of the Company or such other entities.

 

Section 78.752 of the Nevada Revised Statutes allows a corporation to purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses.

 

Other financial arrangements made by the corporation pursuant to Section 78.752 may include the following:

 

(a)

the creation of a trust fund;


(b)

the establishment of a program of self-insurance;


(c)

the securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation; and


(d)

the establishment of a letter of credit, guaranty or surety

 








No financial arrangement made pursuant to Section 78.752 may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court.

 

Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or advanced pursuant to an undertaking to repay the amount if it is determined by a court that the indemnified party is not entitled to be indemnified by the corporation, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

 

(a)

by the stockholders;

 

(b)

by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

 

(c)

if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion, or

 

(d)

if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

 

Charter Provisions and Other Arrangements of the Registrant

 

Pursuant to the provisions of Nevada Revised Statutes, the Registrant has adopted the following indemnification provisions in its Articles of Incorporation for its directors and officers:

 

No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of an Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.

 

In addition to the above, each of our directors has entered into an indemnification agreement with us. The indemnification agreement provides that we shall indemnify the director against expenses and liabilities in connection with any proceeding associated with the director being our director to the fullest extent permitted by applicable law, our Articles of Incorporation and Bylaws.


Item 7.  Exemption From Registration Claimed.


Not applicable.


Item 8.

Exhibits.


Exhibit No.

 

Description of Document

3.1

 

Certificate of Incorporation (1)

3.2

 

Articles of Incorporation (1)

3.3

 

Certificate of Correction (1)

3.4

 

Text of Amendment to Articles of Incorporation (2)

3.5

 

By-laws (1)

5.1

 

Opinion of Steven James Davis, A Professional Corporation

23.1

 

Consent of  Consent of Anton & Chia, LLP

23.3

 

Consent of Steven James Davis, A Professional Corporation (included in Exhibit 5.1).

24.1

 

Power of Attorney (included as part of the signature page to this Registration Statement).

99.1

 

The Digital Development Group Corp. 2014 Equity Incentive Plan.

99.2

 

Form of Notice of Stock Award Grant for the 2014 Equity Incentive Plan.


(1)

Incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on March    19, 2009.

(2)

Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 2, 2012.









Item 9.  Undertakings.


(a)

The undersigned 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:


(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 this 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 this 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 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;


(iii)

to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;


Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.


(2)

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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


(3)

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.


 

(b)

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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


 

(c)

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 Los Angeles, State of California, on January 10, 2014.


THE DIGITAL DEVELOPMENT GROUP CORP.


By: /s/Martin W. Greenwald

       Martin W. Greenwald

       Chief Executive Officer




POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers and directors of THE DIGITAL DEVELOPMENT GROUP CORP., a Nevada corporation (the “Company”), hereby nominates and appoints Martin W. Greenwald and David Altshuler, and each of them acting or signing singly, as his agents and attorneys-in-fact (the “Agents”), in his respective name and in the capacity or capacities indicated below, to execute and/or file, with all exhibits thereto, and other documents filed in connection therewith or constituting a part thereof: (1) a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the registration under the Securities Act of shares of Common Stock of the Company to be issued in connection with The Digital Development Group Corp. 2014 Equity Incentive Plan and (2) any one or more amendments to any part of the foregoing registration statement, including any post-effective amendments, or appendices or supplements that may be required to be filed under the Securities Act to keep such registration statement effective or to terminate its effectiveness.


Further, the undersigned do hereby authorize and direct such agents and attorneys-in-fact to take any and all actions and execute and file any and all documents with the Securities and Exchange Commission (the “SEC”) or state regulatory agencies, necessary, proper or convenient in their opinion to comply with the Securities Act and the rules and regulations or orders of the SEC, or state regulatory agencies, adopted or issued pursuant thereto, to the end that the registration statement of the Company shall become effective under the Securities Act and any other applicable law.


Finally, each of the undersigned does hereby ratify, confirm and approve each and every act and document which the said appointment agents and attorneys-in-fact may take, execute or file pursuant thereto with the same force and effect as though such action had been taken or such documents had been executed or filed by the undersigned respectively.


This Power of Attorney shall remain in full force and effect until revoked or superseded by written notice filed with the SEC.


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 by the following persons in the capacities and on the date indicated.


Dated: January  10, 2014

/s/ Martin W. Greenwald

 

Martin W. Greenwald

 

Chief Executive Officer, Interim Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

 

Dated: January 10, 2014

/s/ Joe Q. Bretz

 

Joe Q. Bretz

 

Director








 


INDEX TO EXHIBITS

The following documents are filed as exhibits to this registration statement:

Exhibit No.

 

Description of Document

3.1

 

 Certificate of Incorporation (1)

3.2

 

Articles of Incorporation (1)

3.3

 

Certificate of Correction (1)

3.4

 

Text of Amendment to Articles of Incorporation (2)

3.5

 

By-laws (1)

5.1

 

Opinion of Steven James Davis, A Professional Corporation

23.1

 

Consent of  Consent of Anton & Chia, LLP

23.3

 

Consent of Steven James Davis, A Professional Corporation (included in Exhibit 5.1).

24.1

 

Power of Attorney (included as part of the signature page to this Registration Statement).

99.1

 

The Digital Development Group Corp. 2014 Equity Incentive Plan.

99.2

 

Form of Notice of Stock Award Grant for the 2014 Equity Incentive Plan.

(1)

Incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on March 19, 2009.

(2)

Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 2, 2012.