S-8 1 s8051403.txt FORM S-8 OMB APPROVAL OMB Number: 3235-0066 Expires: July 31, 2004 Estimated average burden hours per response - 12.00) 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. ---------------------------------------------------- (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.) Wellman and Silverman Agreements -------------------------------- (Full title of the plan) Edward L. Clissold, Esq. 333 Main Street # 300; P.O. Box 5000 Park City, UT 84060 --------------------------------------- (Name and Address of agent for service) (435) 645-2221 ----------------------------------------------------------- (Telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE ---------------------------- -------------------------- -------------------------- ------------------------- ----------------------- 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 ---------------------------- -------------------------- -------------------------- ------------------------- ----------------------- Common 64,107 $.07 $ 4,487.49 Common 242,937 $.07 $17,005.59 Common 42,857 $.07 $ 2,999.99 ------- ---------- 349,901 shares $24,493.07 $1.98 ============== ========== ===== ---------------------------- -------------------------- -------------------------- ------------------------- -----------------------
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 ---------------------------------- ------------------------------- (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. ---------------------------------- ------------------------------- (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 ---------------------------------- ------------------------------- (Signature) (Signature) Name & Title: William R. Jones; Director Name & Title: Anthony E. Meyer, Date: Director Date: The Plan (N/A)