-----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, BGAUiS7z8M/itQscktj+a4TfWDimx5P1NPxXcTSRXifsxYpdZ4hAUzORMIdIqhnv iIi8J3EUMQfsUjr5boBI4w== 0001038838-05-000580.txt : 20050524 0001038838-05-000580.hdr.sgml : 20050524 20050523173624 ACCESSION NUMBER: 0001038838-05-000580 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20050524 DATE AS OF CHANGE: 20050523 EFFECTIVENESS DATE: 20050524 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 SEC ACT: 1933 Act SEC FILE NUMBER: 333-125170 FILM NUMBER: 05852291 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 1 s8052305.txt FORM S-8 DATED MAY 23, 2005 As filed with the Securities and Exchange Commission on May 23, 2005 Registration No. 333-______ U.S. 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 Small Business Issuer as specified in charter) Nevada (7374) 37-1454128 - ---------------------------- -------------------------- ---------------- (State or Other Jurisdiction (Primary Standard (I.R.S. Employer of Incorporation or Industrial Classification Identification Organization) Code Number Number) 333 Main Street Park City, UT 84060 (435) 649-2221 ------------------------------------------------------------ (Address and telephone number of principal executive office) Consulting Agreement, Legal Fee Agreement, and Employee Stock for Pay Plan -------------------------------------------------------------------------- Full Title of the Plan Randall K. Fields 333 Main Street Park City, UT 84060 (435) 649-2221 --------------------------------------------------------- (Name, address and telephone number of agent for service) with copies to: A.O. Headman, Jr., Esq., Cohne, Rappaport & Segal 257 East 200 South, Suite 700, (801) 532-2666, Fax (801)-355-1813
CALCULATION OF REGISTRATION FEE =================================================================================================================== Proposed Proposed Maximum Maximum Title of Each Amount Offering Aggregate Amount of Class of Securities Being Price Per Offering Registration Being Registered Registered(1) Unit (2) Price Fee - --------------------------------------------------- -------------- -------------- ------------------ -------------- Common Stock, $.0001 par value (3) 2,000,000 $ .036 $ 72,000 $ 8.48 - --------------------------------------------------- -------------- -------------- ------------------ -------------- Common Stock,$.0001 par value (4) 13,100,000 $ .036 $ 471,600 $55.51 - --------------------------------------------------- -------------- -------------- ------------------ -------------- Common Stock, $.0001 par value (5) 250,000 $ .036 $ 9,000 $ 1.06 - --------------------------------------------------- -------------- -------------- ------------------ -------------- Total 15,350,000 $ 552,600 $65.05 =================================================== ============== ============== ================== ==============
(1) An indeterminate number of additional shares of common stock shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions and in such an event the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416 under the Securities Act. (2) The price is estimated in accordance with Rules 457 (c) and 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. Our estimate is based on the last sale for our common stock as reported on the National Association of Securities Dealers Inc.'s OTC Bulletin Board on May 16, 2005. (3) Represents 2,000,000 shares issuable to Edward Clissold for services rendered pursuant to a Consulting Agreement dated May 16, 2005, between Edward Clissold and the Registrant. (4) Represents up to 13,100,000 shares reserved for issuance under the Registrant's Stock for Pay Plan. (5) Represents up to 250,000 shares issuable to Robin Campbell of the law firm of Adorno & Yoss for services rendered to the Registrant. EXPLANATORY NOTE This Registration Statement on Form S-8 relates to the issuance of: (1) up to 2,000,000 shares of common stock pursuant to a Consulting Agreement dated May 16, 2005 by and between Park City Group, Inc. ("Park City Group") and Edward Clissold, a lawyer and consultant to Park City Group; (2) up to 13,100,000 shares of common stock pursuant to the Park City Group's Stock for Pay Plan; and (3) up to 250,000 shares of common stock issuable to Robin Campbell of the law firm of Adorno & Yoss for legal services rendered in connection with certain litigation. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Information required by Part I of Form S-8 to be contained in a prospectus meeting the requirements of Section 10(a) of the Securities Act of 1933, as amended (the "Securities Act"), is not required to be filed with the Securities and Exchange Commission and is omitted from this registration statement in accordance with the explanatory note to Part I of Form S-8 and Rule 428 of the Securities Act. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Registrant hereby incorporates by reference into this Registration Statement the documents listed below. In addition, all documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), 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, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents: 1. The Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2004; 2. The Company's Quarterly Report on Form 10-QSB for the quarters ended September 30, 2004, December 31, 2004 and March 31, 2005; 3. All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since June 30, 2004, and 4. The description of common stock and preferred stock is as follows: Under our Articles of Incorporation, we are authorized to issue up to three hundred thirty million (330,000,000) shares of stock consisting of three hundred million shares of common stock and thirty million (30,000,000) shares of preferred stock. Shares of our $.01 par value common stock are not redeemable, do not have any conversion rights and are not subject to call. Holders of shares of our common stock have no preemptive, redemption, conversion or other subscription rights and are entitled to one vote per share on any matter submitted to a vote of our shareholders. Cumulative voting is prohibited in the election of directors. This means that the holders of a majority of the outstanding shares of common stock, voting for the election of directors, can elect all of our directors. In such event, the holders of the remaining shares will not be able to elect any of our directors. The holders of shares of common stock are entitled to receive dividends, if any, as and when declared from time to time by our board of directors, out of legally available funds, but subject to the prior payment of dividends to the holders of any outstanding shares of preferred stock. Subject to the rights of the holders of preferred stock, if any, upon liquidation dissolution or winding up of our affairs, the holders of shares of our common stock will be entitled to participate equally and ratably, in proportion to the number of shares held, in our net assets available for distribution to holders of all shares of our common stock. The shares of our common stock currently outstanding are validly issued, fully paid and non-assessable. 3 Our Articles of Incorporation authorize our board of directors to issue up to 30,000,000 shares of preferred stock, $0.01 par value per share. We may issue the preferred stock in one or more classes or series. Each class or series will have the voting rights, designations, preferences and relative rights as fixed by resolution of our board of directors, without the consent of our shareholders. Our preferred stock may rank senior to our common stock as to dividend rights, liquidation preferences, or both. Our preferred stock may also have extraordinary or limited voting rights. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 78.502 of the Nevada Revised Statutes ("NRS") provides that a corporation may 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 entity, 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 acted in good faith and in a manner which he reasonably believe 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. With respect to actions or suits by or in the right of the corporation, Section 78.7502 of the NRS provides that a corporation may indemnify those serving in the capacities mentioned above against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred in connection with the defense or settlement of the action or suit, provided that such person 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, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense. Section 78.751 of the NRS provides that the articles of incorporation, the by-laws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending an action, suit or proceeding must be paid by the corporation in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined that he is not entitled to be indemnified by the corporation. Section 78.751 further provides that indemnification and advancement of expense 4 provisions contained in the NRS shall not be deemed exclusive of any rights to which a director, officer, employee or agent may be entitled, whether contained in the articles of incorporation or any by-law, agreement, vote of stockholders or disinterested directors or otherwise, provided, however, that no indemnification may be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. Park City Group's articles of incorporation and by-laws limit the liability of its directors and officers to the fullest extent permitted by Nevada law. This is intended to allow Park City Group's directors and officers the benefit of Nevada law which provides that directors and officers of Nevada corporations may be relieved of liabilities for damages for breach of their fiduciary duties as directors and officers, except under certain circumstances, including (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the willful or grossly negligent payment of unlawful distributions. Park City Group's articles of incorporation and by-laws also permit Park City Group to advance expenses to its directors and officers to the fullest extent permitted by Nevada law upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it should be ultimately determined that they are not entitled to indemnification by Park City Group. In addition, Park City Group has entered into indemnification agreements with each of its directors and executive officers which provide for indemnification to the fullest extent permitted by Nevada law and which require Park City Group to advance expenses to them upon the receipt of the proper undertaking. Park City Group has obtained officer and director liability insurance for its officers and directors with respect to liabilities arising out of certain matters. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. EXHIBIT NUMBER DESCRIPTION ------ ----------- 5.1 Opinion of Cohne, Rappaport & Segal 10.1. Consulting Agreement entered into as of May 16, 2005 by and between Edward Clissold and Park City Group, Inc. (attached hereto) 10.2 Legal Fees Payment Agreement by and between Park City Group, Inc. and Robin Campbell of the law firm of Adorno & Yoss (attached hereto) 10.3 Employee Stock for Pay Plan (attached hereto) 5 23.1 Consent of Cohne, Rappaport & Segal is contained in Exhibit 5.1. 23.2 Consent of Tanner LC independent registered public accounting firm. 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: 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) 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 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 of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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 the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such issue. 6 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 has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Park City, Utah on May 23, 2005. PARK CITY GROUP, INC. By /s/ Randall K. Fields -------------------------------- Randall K. Fields CEO Principal Executive Officer Principal Accounting Officer By /s/ William Dunlavy -------------------------------- William Dunlavy Chief Financial Officer Principal Financial Officer Principal Accounting Officer In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Date Title Signature ---- ----- --------- May 23, 2005 CEO and /s/ Randall K. Fields ---------------------- Director Randall K. Fields May 23, 2005 Director /s/ Edward C. Dmytryk ---------------------- Edward C. Dmytryk May 23, 2005 Director . -------------------------- Thomas W. Wilson, Jr. May 23, 2005 Director /s/ Bernard F. Brennan ----------------------- Bernard F. Brennan 7 EX-5.1 2 ex51s8052305.txt OPINION OF COHNE, RAPPAPORT & SEGAL EXHIBIT 5.1 LETTERHEAD OF COHNE, RAPPAPORT & SEGAL May 18, 2005 Park City Group, Inc. 333 Main Street Park City, UT 84060 Re: Park City Group, Inc. Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as special counsel to Park City Group, Inc., a Nevada corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of 15,350,000 shares of common stock, par value $.01 per share (the "Common Stock"), of the Company for issuance pursuant to the following plans and agreements: (1) up to 2,000,000 shares of common stock pursuant to a Consulting Agreement dated May 16, 2005 by and between Park City Group, Inc. ("Park City Group") and Edward Clissold, a lawyer and consultant to Park City Group; (2) up to 13,100,000 shares of common stock pursuant to the Park City Group's Stock for Pay Plan; and (3) up to 250,000 shares of common stock issuable to Robin Campbell of the law firm of Adorno & Yoss for legal services rendered in connection with certain litigation. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Company's Registration Statement (the "Registration Statement") on Form S-8 as filed with the U.S. Securities and Exchange Commission (the "Commission") on or about May 23, 2005, (ii) the above referenced plans and agreements; (iii) a specimen certificate representing the Common Stock, (iv) the Certificate of Incorporation of the Company, as currently in effect, (v) the By-Laws of the Company, as currently in effect, and (vi) certain resolutions adopted by the Board of Directors of the Company with respect to the plans and agreements and the issuance of the shares of Common Stock contemplated thereby. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records, as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. In making our examination of executed documents, we have assumed that the parties thereto, other than the Company, its directors and officers, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others and the disclosures made by the Company in the Registration Statement. Members of our firm are admitted to the bar in the State of Utah and we do not express any opinion as to the laws of any jurisdiction other than the corporate laws of the State of Nevada, and we do not express any opinion as to the effect of any other laws on the opinion stated herein. Based upon and subject to the foregoing, and assuming the due execution and delivery of certificates representing the shares of Common Stock in the form examined by us, we are of the opinion that the shares of Common Stock to be issued by the Company pursuant to the Patina Plans, when issued in accordance with the terms of the Patina Plans, will be duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ Cohne, Rappaport & Segal EX-10.1 3 ex101s8052305.txt CONSULTING AGREEMENT WITH EDWARD CLISSOLD Exhibit 10.1 May 16, 2005 Edward L. Clissold, Esq. 2157 E 2100 So Salt Lake City, Utah 84109 Dear Ed, This letter shall serve as an agreement between you and Park City Group with respect to how you will be compensated by PCG for legal services rendered by you during the calendar year 2005. It is agreed that with respect to any outstanding fees owed to you as of the date hereof or that may be owed throughout the remainder of the calendar year, you will accept the issuance to you of shares of the common stock of Park City Group that are unrestricted pursuant to an S-8 registration that PCG will complete prior to issuance, and that you will receive sufficient shares, so that upon the sale of those shares any amounts owing to you by PCG will be satisfied. If you are in agreement with this please indicate by signing below where indicated. Sincerely, /s/ William Dunlavy Will Dunlavy, CFO Agreed and accepted: /s/ Edward L. Clissold - ----------------------- Edward L. Clissold, Esq. EX-10.2 4 ex102s8052305.txt LEGAL FEES PAYMENT AGREEMENT WITH ROBIN CAMPBELL Exhibit 10.2 May 16, 2005 Robin Corwin Campbell, Esq. Adorno & Yoss, LLP 350 East Las Olas Blvd. Suite 1700 Fort Lauderdale, FL 33301-4217 Dear Robin, This letter shall serve as an agreement between you, on behalf of Adorno & Yoss, and Park City Group with respect to how outstanding fees owed by PCG will be satisfied. It is agreed that with respect to the outstanding fees owed as of the date hereof, you will accept the issuance to you of 250,000 shares of the common stock of Park City Group that are unrestricted pursuant to an S-8 registration that PCG will complete prior to issuance, and that upon the sale of those shares, if there is still a balance owed by PCG, PCG will satisfy that balance by paying the amount owed in cash within 15 days of notice of the remaining balance. If you are in agreement with this please indicate by signing below where indicated. Sincerely, /s/ William Dunlavy William Dunlavy Agreed and accepted: /s/ Robin Campbell Robin Campbell EX-10.3 5 ex103s8052305.txt EMPLOYEE STOCK FOR PAY PLAN Exhibit 10.3 PARK CITY GROUP, INC. 2005 STOCK FOR PAY PLAN 1. Purpose of Plan. The purpose of the Park City Group, Inc., 2005 Stock for Pay Plan (the "Plan") is to advance the interests of Park City Group, Inc. (the "Company") and its stockholders by enabling the Company to attract and retain persons of ability to perform services for the Company and its Subsidiaries by providing an incentive to such individuals through equity participation in the Company and by rewarding such individuals who contribute to the achievement by the Company of its economic objectives. In addition, the plan will allow the Company to reduce cash expenditures for compensation and reimbursement of Company expenses paid by employees. 2. Definitions. The following terms will have the meanings set forth below, unless the context clearly otherwise requires: 2.1. "Board" means the Board of Directors of the Company. 2.2. "Committee" means the group of individuals administering the Plan, as provided in Section 3 of the Plan. 2.3. "Common Stock" means the common stock of the Company; par value $.001 per share, or the number and kind of shares of stock or other securities into which such Common Stock may be changed in accordance with Section 4.3 of the Plan. 2.4. "Eligible Recipients" means all employees of the Company. 2.5. "Participant" means an Eligible Recipient who desires to participate in the Plan. 3. Plan Administration. The Plan shall be administered by the Board. Except as otherwise specifically provided herein, no person, other than members of the Committee, shall have any discretion as to decisions regarding the Plan. In administering the Plan, the Committee may adopt rules and regulations for carrying out the Plan. The interpretations and decisions made by the Committee with regard to any question arising under the Plan shall be final and conclusive on all persons participating or eligible to participate in the Plan. 4. Shares Available for Issuance. The maximum number of shares of Common Stock that will be available for issuance under the Plan will be 13,100,000 shares. 1 5. Participation. Participants in the Plan will be those Eligible Recipients who, in the judgment of the Committee, have contributed, are contributing or are expected to contribute to the achievement of economic objectives of the Company. 6. Purchase Price. The per share price to be paid by a Participant will be determined by the Committee in its discretion. 7. Non-Exclusivity of the Plan. Nothing contained in the Plan is intended to modify or rescind any previously approved compensation plans of programs of the Company or create any limitations on the power or authority of the Board to adopt such additional or other compensation arrangements as the Board may deem necessary or desirable. 8. Plan Amendment. Modification and Termination. The Board may suspend or terminate the Plan or any portion thereof at any time, and may amend the Plan from time to time to conform to any change in applicable laws or regulations or in any other respect the Board may deem to be in the best interests of the Company. 9. Effective Date and Duration of the Plan. The Plan is effective as of May 23, 2005, the date it was adopted by the Board. The Plan will terminate at midnight on December 31, 2005, and may be terminated prior to such time to by Board action. 10. Miscellaneous. 10.1. Governing Law. The validity, construction, interpretation, administration and effect of the Plan and any rules, regulations and actions relating to the Plan will be governed by and construed exclusively in accordance with the laws of the State of Utah. 10.2. Successors and Assigns. The Plan will be binding upon and inure to the benefit of the successors and permitted assigns of the Company and the Participants. Adopted by the Board of Director on May 23, 2005 2 ATTACHMENT Park City Group Stock for Pay Program Overview: Park City Group would like to offer the opportunity for our employees to receive S8 stock for compensation. We have set the minimum level of participation at 10% of pay, with an option to extend the participation up to 25% of pay. As a benefit for the employees participating in the plan, the Company will match the amount of compensation that the employee agrees to take in the form of stock with the same number of shares. This offer is being made to approximately 32 to 40 people. Details: Each of the employees will commit a minimum of 10% and up to a maximum of 25% of their Gross pay that will be paid in S8 Stock. Pay Periods occur on the 15th and last day of the month and the stock issue will be made for the month on the 15th of the following month. The company will issue its matching stock at the same time. Park City Group will include the stock payment into the gross wages and calculate and withhold and pay the taxes. Below is a table with the estimated monthly payouts
- ---------- ------------------- -------------- ------------ ----------------- ----------------- Estimated Shares for Payroll Amount Share Price Payroll Bonus Shares Total Shares - ---------- ------------------- -------------- ------------ ----------------- ----------------- March $ 23,500.00 $ 0.040 587,500 587,500 1,175,000 - ---------- ------------------- -------------- ------------ -------------------- ----------------- April $ 23,500.00 $ 0.045 522,222 522,222 1,044,444 - ---------- ------------------- -------------- ------------ -------------------- ----------------- May $ 23,500.00 $ 0.045 522,222 522,222 1,044,444 - ---------- ------------------- -------------- ------------ -------------------- ----------------- June $ 25,000.00 $ 0.045 555,556 555,556 1,111,111 - ---------- ------------------- -------------- ------------ -------------------- ----------------- July $ 30,000.00 $ 0.045 666,667 666,667 1,333,333 - ---------- ------------------- -------------- ------------ -------------------- ----------------- August $ 30,000.00 $ 0.045 666,667 666,667 1,333,333 - ---------- ------------------- -------------- ------------ -------------------- ----------------- Sept $ 30,000.00 $ 0.045 666,667 666,667 1,333,333 - ---------- ------------------- -------------- ------------ -------------------- ----------------- October $ 35,000.00 $ 0.045 777,778 777,778 1,555,556 - ---------- ------------------- -------------- ------------ -------------------- ----------------- November $ 35,000.00 $ 0.045 777,778 777,778 1,555,556 - ---------- ------------------- -------------- ------------ -------------------- ----------------- December $ 35,000.00 $ 0.045 777,778 777,778 1,555,556 - ---------- ------------------- -------------- ------------ -------------------- ----------------- $ 290,500.00 6,520,833 6,520,833 13,041,667 - ---------- ------------------- -------------- ------------ -------------------- -----------------
This would indicate that we would need to allocate 13 million shares of S8 3 EX-23.2 6 ex232s8052305.txt CONSENT OF TANNER LC Exhibit 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the reference to our firm under the caption "Experts" and to the use of our report dated August 12, 2004 in the Registration Statement on Form S-8 of Park City Group, Inc. /s/ Tanner LC Salt Lake City, Utah May 19, 2005 -----END PRIVACY-ENHANCED MESSAGE-----