As filed with the Securities and Exchange Commission on April 15, 2004
Registration No. 333-_______________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HY-TECH TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4868120
(State or other jurisdiction (IRS Employer
of incorporation or Identification No.)
organization)
1840 Boy Scout Drive
Fort Myers, FL 33907
(239) 278-4111
(Address, Including Zip Code and Telephone Number, of
Principal Executive Offices)
2004 Hy-Tech Technology Group, Inc. Employee Stock Plan
Modified Retainer Agreement with Gottbetter & Partners, LLP
Retainer Agreement with William Gustafson
Retainer Agreement with Page, Mrachek, Fitzgerald & Rose, P.A.
(Full Title of the Plan)
Martin Nielson Copy to:
Hy-Tech Technology Group, Inc.
1840 Boy Scout Drive
Fort Myers, FL 33907
(239) 278-4111
(Name, Address and Telephone Number,
including Area Code, of Agent for Service)
Adam S. Gottbetter, Esq.
Robert L. Davidson, Esq..
Gottbetter & Partners, LLP.
488 Madison Avenue, 12th Floor
New York, New York 10022
(212) 400-6900
Proposed Maximum
Title of Securities Amount To Be Offering Price Proposed Maximum Aggregate Amount of
To Be Registered Registered Per Share (1) Offering Price Registration Fee
---------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001
per share
---------------------------------------------------------------------------------------------------------------------------
2004 Employee Stock Plan 3,150,000 $.013 $40,950 $5.16
---------------------------------------------------------------------------------------------------------------------------
Gottbetter & Partners , LLP 4,000,000 $.013 $52,000 $6.55
Agreement
---------------------------------------------------------------------------------------------------------------------------
Gustafson Agreement 500,000 $.013 $6,500 $0.81
---------------------------------------------------------------------------------------------------------------------------
Page, Mrachek, Fitzgerald & 575,000 $.013 $7,475 $0.94
Rose, P.A. Agreement
---------------------------------------------------------------------------------------------------------------------------
TOTAL: 8,225,000 $.013 $106,925 $13.47
---------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low prices
of the common stock of the Registrant as traded in the over-the counter market
and reported on the OTC Electronic Bulletin Board of the National Association of
Securities Dealers on April 14, 2004.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Pursuant to the Note to Part I of the Form S-8, the information required
by Part I is not filed with the Securities and Exchange Commission.
ITEM 2. INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Registrant will provide without charge to each person to whom a copy of a
Section 10(a) Prospectus hereunder is delivered, upon the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement by reference. Requests for such information should be directed to
Hy-Tech Technology Group, Inc., 1840 Boy Scout Drive, Fort Myers, FL 33907 (239)
278-4111.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this registration
statement.
a) Registrant's Annual Report on Form 10-KSB for the fiscal year ended
February 28, 2003 filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
b) All other reports filed by Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Form
10-KSB referred to in (a) above.
c) The description of the common stock, $.001 par value per share (the
"Common Stock") of the Registrant is contained in the Registrant's registration
statement on Form 10-SB, as amended.
All documents filed by the Registrant pursuant to Section 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
Not applicable. The class of securities to be offered is registered under
Section 12 of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The validity of the shares of common stock registered in this registration
statement has been passed upon for the Registrant by Gottbetter & Partners, LLP,
("G&P") whose opinion is attached hereto as Exhibit 5. Adam S. Gottbetter, a
partner in G&P, will hold 4,000,000 shares of common stock of the Registrant
upon the effectiveness of this registration statement.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Generally, Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a Delaware corporation to indemnify any person for claims
arising against the person for serving as a present or former director, officer,
employee, or agent of the corporation. Indemnity is available only if the person
acted in good faith and in a manner reasonably believed to be in, or not opposed
to, the best interests of the corporation. If the claim is a criminal action,
indemnification may be available only if the person had no reasonable cause to
believe his or her conduct was unlawful. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with the claim.
A Delaware corporation may also indemnify persons against expenses
(including attorneys' fees) incurred for actions brought by or on behalf of the
corporation subject to the conditions discussed above, except that no
indemnification is permitted in respect of any claim as to which person shall
have been found to be liable to the corporation unless a court determines that,
in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity.
To the extent the person is successful in defending a claim described
in the preceding two paragraphs, the corporation must indemnify the person
against expenses (including attorneys' fees) actually and reasonably incurred.
The indemnification and advancement of expenses provided for in Section 145 is
not exclusive of any other rights to which the person may be entitled under any
By-law, agreement, vote of stockholders or disinterested directors, or
otherwise.
Section 145 of the DGCL also provides that a corporation may maintain
insurance against liabilities for which indemnification is not expressly
provided by the statute. The Registrant maintains reasonable levels of insurance
against liabilities for indemnification which it may incur under its Certificate
of Incorporation, as amended (the "Certificate of Incorporation") and By-laws
(the "By-laws").
Article VII of the Registrant's By-laws provides that the Registrant
will indemnify, defend and hold harmless directors, officers, employees and
agents of the Registrant to the fullest extent currently permitted under the
DGCL.
In addition, Article Sixth of the Registrant's Certificate of
Incorporation, as permitted by Section 102(b) of the DGCL, provides that neither
the Registrant not its stockholders may recover damages from the Registrant's
directors for a breach of their fiduciary duty in the performance of their
duties as directors of the Registrant, unless the breach relates to (i) the
director's duty of loyalty, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) Section 174
of the DGCL or (iv) any transactions for which the director derived an improper
benefit. The Registrant's By-laws provide for indemnification of the
Registrant's directors, officers, employees and agents on the terms permitted
under Section 145 of the DGCL summarized above.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
Exhibits No. Description
4.1 2004 Employee Stock Plan
4.2 Retainer Agreement dated March 2, 2004, between Registrant and
Gottbetter & Partners, LLP.
4.3 Retainer Agreement dated March 2, 2004, between Registrant and
William Gustafson.
4.4 Retainer Agreement dated March 2, 2004, between Registrant and
Page, Mrachek, Fitzgerald & Rose, P.A.
5.1 Opinion of Counsel, Gottbetter & Partners, LLP.
23.1 Consent of Counsel (included in Exhibit 5.1 hereto)
23.2 Consent of Malone & Bailey, PLLC, Auditors
ITEM 9. UNDERTAKINGS
The 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. For determining liability under the Securities Act of 1933, treat each
such post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at the time to be the initial bona
fide offering.
3. File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
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SIGNATURES
HY-TECH TECHNOLOGY GROUP, INC.
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 New York, State of New York on the 15th day of April,
2004.
By: /s/ Martin Nielson
-----------------------------
Martin Nielson
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicates and on the dates indicated.
Title Date
/s/ Martin Nielson Chief Executive Officer and Director April 15, 2004
---------------------------
Martin Nielson
/s/ Gary F. McNear Vice President, Chief Financial Officer,
--------------------------- Secretary and Director April 15, 2004
Gary F. McNear
/s/ Craig W. Conklin Vice President, Chief Operating Officer
--------------------------- and Director April 15, 2004
Craig W. Conklin
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