-----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, KypJlr8+MsUv+7/ou0yMqUCtEiqIvIHJa/gIvm+vF94PKJ5ovxbLiTjkXrH9Gsmf XOlz4MESZTN4mcbGcx2e3g== 0001038838-03-000621.txt : 20031020 0001038838-03-000621.hdr.sgml : 20031020 20031020151311 ACCESSION NUMBER: 0001038838-03-000621 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031020 EFFECTIVENESS DATE: 20031020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARK CITY GROUP INC CENTRAL INDEX KEY: 0000050471 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 112050317 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-108863 FILM NUMBER: 03947714 BUSINESS ADDRESS: STREET 1: 333 MAIN STREET, SUITE 300 STREET 2: P.O. BOX 5000 CITY: PARK CITY STATE: UT ZIP: 84060 BUSINESS PHONE: 435-649-2221 MAIL ADDRESS: STREET 1: 333 MAIN STREET, SUITE 300 STREET 2: P.O. BOX 5000 CITY: PARK CITY STATE: UT ZIP: 84060 FORMER COMPANY: FORMER CONFORMED NAME: FIELDS TECHNOLOGIES INC DATE OF NAME CHANGE: 20010626 FORMER COMPANY: FORMER CONFORMED NAME: AMERINET GROUP COM INC DATE OF NAME CHANGE: 19990803 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY GROWTH SYSTEMS INC /DE/ DATE OF NAME CHANGE: 19951214 S-8 POS 1 s8a063003.txt FORM S-8 AMENDMENT 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/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 -------------------------------------------------- (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 - ---------------------------- ------------------------- -------------------------- -------------------------- ----------------------- 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 - ---------------------------- ------------------------- -------------------------- -------------------------- ----------------------- Common 600,000 $.045 $27,000.00 $2.18 - ---------------------------- ------------------------- -------------------------- -------------------------- -----------------------
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) 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 d) Quarterly Report 10-QSB for Third Quarter Ended 03/31/02 e) Annual Report 10-KSB for year ending 6/30/03 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 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 Director BY: /s/ Bernard F. Brennan BY: /s/ Thomas W. Wilson ------------------------------------- --------------------------------- (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: EX-8.1 3 ex81forms8a063003.txt CONSULTING AGREEMENT Exhibit 8.1 CONSULTING AGREEMENT This agreement is made and entered into as of June 30, 2003, by and between Park City Group, Inc., a Nevada corporation ("PCG"), and Ed Elenson ("Consultant"). RECITAL Consultant desires to perform, and PCG desires to have consultant perform services as an independent contractor to PCG. NOW THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements set forth herein, the parties hereto agree as follows: 1. Services. From time to time during the Period of Consultancy (as defined in Section 3 below), PCG may request Consultant to provide certain services to PCG. It is expressly understood, however, that PCG has no obligation to request Consultant to perform such services, and that if such a request is made by PCG, consultant has no obligation to agree to perform such services. PCG's request will specify the services to be performed and the specific results to be achieved (the "Services") by use of the form attached hereto as Exhibit A (the "Project Description"). Upon agreement between Consultant and PCG to the Services and compensation terms of the Project Description, Consultant will perform the services as specified therein. 2. Payment for Services. As compensation for the performance of the Services, PCG will pay Consultant the consulting fee stated in the Project Description, up to the maximum amount stated therein. Consultant shall not be required to incur any expenses in performing the Services. PCG agrees to pay each such invoice no later than five (5) days after its receipt. 3. Period of Consultancy. The "Period of Consultancy" shall commence on the date hereof and shall, unless terminated pursuant to Section 13, terminate six (6) months thereafter. Consultant agrees to perform the Services in a workman-like manner during the Period of Consultancy. 4. Relationship of Parties. It is understood and agreed that Consultant is an independent contractor and that Consultant shall perform the services under the general direction of PCG as to the result of such activity, but that Consultant shall determine, in Consultant's sole discretion, the manner and means by which the services are accomplished, subject to the express condition that consultant shall at all times comply with applicable law. PCG expressly acknowledges that it has no right or authority to control the manner or means by which the Services are accomplished. It is also expressly understood that Consultant is not an agent or an employee of and has no authority whatsoever to bind PCG by contract or otherwise. 5. Obligations of Consultant Consultant shall indemnify PCG and hold it harmless from and against all claims, damages, losses and expenses including reasonable fees of attorneys and other professionals arising out of or related to any negligent act or omission or willful conduct of Consultant and which are attributable to (a) any bodily injury, sickness, disease or death, (b) any injury or destruction to tangible or intangible property (including computer programs and data) or any loss of use resulting therefrom, or (c) any violation of any statute, ordinance, or regulation. However, notwithstanding the foregoing consultant's obligations to indemnify and hold harmless PCG shall be limited as follows: (a)consultant shall not be liable for a total amount in excess of the Maximum Consulting Fee listed in the Project Description, and (b) consultant shall not have any obligation to indemnify or hold harmless PCG to the extent such claims, damages, losses or expenses result from negligent acts or omissions of PCG or any of its employees, officers, agents or independent contractors other than Consultant. 6. Pre-existing Obligations. Consultant represent and warrants that consultant is not under any pre-existing obligation or obligations inconsistent with the provisions of this Agreement. 7. Confidential Information Consultant acknowledges that Consultant may acquire information and materials from PCG and knowledge about the business, products, programming techniques, experimental work, customers, clients and suppliers of PCG and that all such knowledge, information and materials acquired or developed, and the terms and conditions of this Agreement, are and shall be the trade secrets and confidential and proprietary information of PCG (collectively "Confidential Information"). Confidential Information shall not include, however, any information which is or becomes part of the public domain through no fault of consultant. Consultant agrees to hold such Confidential Information in strict confidence, not to disclose it to others or use it in any way, commercially or otherwise, except in performing the Services, and not to allow any unauthorized person access to it, either before or after termination of this Agreement, without the prior written consent of PCG. Consultant further agrees to take all action reasonably necessary to PCG to protect the confidentiality of the Confidential Information including, without limitation, implementing and enforcing operating procedures to minimize the possibility of unauthorized use or copying of the Confidential Information. 8. Termination. Either party may terminate this Agreement in the event of a breach by the other party of any of the covenants contained herein if such breach continues uncured for a period of ten (10) days after written notice of such breach. 9. Effect of Termination. Upon the expiration or termination of this Agreement for any reason, each party shall be released from all obligations and liabilities to the other occurring or arising after the date of such termination, except that (i) expiration or any termination of this Agreement shall not relieve Consultant of Consultant's obligations under Sections 5 and 7 thereof, (ii) expiration or any termination of this Agreement shall not relieve Consultant of Consultant's obligations under Section 5 hereof for a period of one hundred eighty (180) days following such expiration or termination, and (iii) nor shall any such expiration or termination relieve Consultant or PCG from any liability arising from any breach of this Agreement. Upon any such expiration or termination, Consultant shall promptly notify PCG of all confidential Information in Consultant's possession and, at the expense of Consultant and in accordance with PCG's instructions, shall deliver or cause to be delivered to PCG all such Confidential Information. 10. Assignment. The rights, obligations and duties of the parties hereto shall bind and inure to the benefit of their respective successors, heirs, executors and administrators, as the case may be; provided that either party hereto may not assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of the other. Any attempted assignment or delegation without such consent shall be void. 11. Legal and Equitable Remedies. Because the Services are personal and unique and because Consultant may have access to and become acquainted with the Confidential Information of PCG, PCG shall have the right to enforce this Agreement and any of its provisions by injunction specific performance or other equitable relief without prejudice to any other rights and remedies that PCG may have for a breach of this Agreement. 12. Force Majeure. Neither party hereto will be liable to the other for any failure or delay in limitation, Acts of God, accident, death, injury or illness, acts omissions and defaults of the third performance hereunder due to circumstances beyond its reasonable control including, without parties and official, governmental and judicial action not the fault of the party failing or delaying in performance. 13. Attorney's Fees If any action at law or in equity is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and expenses in addition to any other relief to which such prevailing party be entitled. 14. Complete Understanding; Modification. This Agreement constitutes the full and complete understanding and agreement of the parties hereto and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof. Any waiver, modification or amendment of any provision of this Agreement shall be effective only if in writing and signed by the parties hereto. 15. Notices. Any notices required or permitted hereunder shall be sent by certified or registered mail to the address specified below or at such other address as the party shall specify in writing. Such notice shall be effective upon the mailing thereof as herein described. IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first above written. PARK CITY GROUP, Inc. CONSULTANT: ED ELENSON /s/ Randall K. Fields, /s/ Ed Elenson, - ------------------------ ------------------------- President and CEO Consultant EXHIBIT A Project Description This Project Description is issued under and subject to all of the terms and conditions of the consulting Agreement dated as of the June 30, 2003 by and between Park City Group, Inc. ("PCG") and Ed Elenson ("Consultant"). 1. Services to be performed and results to be achieved Marketing of, and advice and counsel with respect to, marketing software of PCG in the Florida area, said marketing to be approved by PCG. 2. Monthly Rate: 100,000 shares of PCG Stock 3. Consulting Fee: 600,000 shares of PCG common stock due and payable upon execution in accordance with the terms of the Settlement Agreement to which this Consulting Agreement is attached as an exhibit. 5. Start Date: August 1, 2003 6. Completion Date February 28, 2004 AGREED AS OF 6/30/2003 PARK CITY GROUP, Inc. CONSULTANT: ED ELENSON /s/ Randall K. Fields, /s/ Ed Elenson, - ------------------------- --------------------------- President and CEO Consultant EX-8.2 4 ex82forms8a063003.txt LETTER FROM COUNSEL Exhibit 8.2 Edward L. Clissold Attorney-at-Law 2157 East 2100 South Salt Lake City, UT 84109 (801) 483-1555; Fax: (801) 483-1566 eclissold@parkcity.com Park City Group, Inc. A Nevada Corporation 333 Main Street #300 Park City, UT 84060 (435) 649-2221 RE: S-8 Stock for Ed Elenson Gentlemen: It is my understanding that Park City Group, Inc. ("PCG") has entered into a Consulting Agreement with Ed Elenson, ("Ed") pursuant to which Ed will be providing consulting services to PCG with respect to marketing its software products in the State of Florida. The Agreement calls for Ed to be compensated for his services by receiving Form S-8 registrable securities. Because these shares are not being issued to Ed, as a consultant, for services "in connection with the offer and sale of securities in a capital raising transaction," but rather for bona fide employment services that do not relate to capital raising. I believe Ed Elenson can be issued form S-8 registrable securities as consideration for his Consulting Agreement. Sincerely, /s/ Edward L. Clissold - ------------------------------ Edward L. Clissold, Esq. ELC/egis Enclosure -----END PRIVACY-ENHANCED MESSAGE-----