As filed with the Securities and Exchange Commission on _________
Registration No. ________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
the Securities Act of 1933
WORLDTEQ GROUP INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 03-7392107
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
4899
(Primary Standard Industrial
(Classification Code Number)
30 West Gude Drive, Suite 470
Rockville, Maryland 20850
(240) 403-2000
(Address and telephone number of registrant's principal executive offices)
2003 STOCK OPTION PLAN, AS AMENDED
(Full title of the plan)
Jeffrey Lieberman
30 West Gude Drive, Suite 470
Rockville, Maryland 20850
(240) 403-2000
(Name, address and telephone number of agent for service)
With a copy to:
Jonathan Dariyanani, Esq.
1329 Clay Street, Suite 300
San Francisco, CA 94109
(415) 699-7121 Tel
(415) 358-5548 Fax
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CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
TO BE REGISTERED REGISTERED (1) MAXIMUM MAXIMUM REGISTRATION
OFFERING PRICE AGGREGATE FEE
PER SHARE (2) OFFERING PRICE
(2)
Common Stock, $.001 par value, 4,000,000 (3) $ 0.15 $ 600,000 76.02
issuable pursuant to unissued stock
options under the 2003 Stock
Option Plan
-----------------------------------------------------------------------------------------------------
Total: 4,000,000 Total: 76.02
(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement shall cover any
additional shares of common stock which become issuable under any of the
plans covered hereby by reason of any stock dividend, stock split,
recapitalization or any other similar transaction without receipt of
consideration which results in an increase in the number of shares of
Registrant's outstanding common stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act. The
offering price per share and aggregate offering price for the outstanding
stock options are based upon the weighted average exercise price of such
options. The offering price per share and aggregate offering price for the
unissued stock options and common stock are based upon the average of the
high and low prices of Registrant's common stock as reported on the OTC
Bulletin Board on June 30, 2004.
(3) Consists of 4,000,000 additional shares to be issued pursuant to WorldTeq's
2003 Stock Option Plan, as amended.
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
PART II:
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is filed by WorldTeq Group
International, Inc., a Nevada corporation (the "Registrant"), relating to
4,000,000 additional shares of its common stock, par value $0.001 per share (the
"Common Stock"), issuable to eligible employees and consultants of the
Registrant under the Registrant's Amended and Restated 2003 Stock Option Plan
(the "Plan"). The issuance of the additional shares under the Plan was approved
by the Company's Board of Directors on June 21, 2004. The Registrant filed with
the Securities and Exchange Commission a registration statement on Form S-8
(Registration No. 333-110047) dated October 29, 2003 and on Form S-8POS
registration statement (Registration No. 333-110047 Amendment No. 1) dated
----------
February 18, 2004 (the "Prior Registration Statements") relating to shares of
Common Stock issuable to eligible employees and consultants of the Registrant
and its affiliates under the Plan. The Prior Registration Statements are
currently effective. This Registration Statement relates to securities of the
same class as those to which the Prior Registration Statements relate and is
submitted in accordance with Section E of the General Instructions to Form S-8
regarding Registration of Additional Securities.
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by WorldTeq Group International, Inc. ("WorldTeq"
or the "Company") with the Securities and Exchange Commission are incorporated
by reference into this Registration Statement:
(a) The Registrant's Registration Statements on Form S-8 (File No. 333-110047)
and Form S-8POS (Registration No. 333-110047 Amendment No. 1) filed on October
----------
29, 2003 and February 18, 2004, respectively;
(b) The Registrant's Quarterly Report on Form 10-QSB for the period ending March
31,2003 filed with the SEC on May 20, 2003;
(c) The Registrant's Quarterly Report on Form 10-QSB for the period ending June
30, 2003 filed with the SEC on August 22, 2003;
(d) The Registrant's Quarterly Report on Form 10-QSB for the period ending
September 30, 2003 filed with the SEC on November 20, 2003;
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(e) The Registrant's Annual Report on Form 10-KSB/A for the fiscal year ended
December 31, 2003, filed with the SEC on May 18, 2004;
(f) The Registrant's Quarterly Report on Form 10-QSB for the period ending March
31,2004 , filed with the SEC on May 18, 2004;
(g) The Registrant's Registration Statement No.000-27243 on Form 10SB12G/A filed
with the SEC on March 3, 2000 pursuant to Section 12 of the Securities Exchange
Act of 1934 (the "1934 Act"), which describes the terms, rights and provisions
applicable to the Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby 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.
Any statement contained in a document incorporated or deemed to be 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 document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement.
ITEM 4: DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Nevada Corporate Law, the Registrant has broad powers to indemnify its
directors and officers against liabilities they may incur in such capacities,
including liabilities under the Securities Act of 1933, as amended (the "1933
Act"). The Registrant's Bylaws (the "Bylaws") provide that the Registrant shall
indemnify its directors and officers if such officer or director acted (i) in
good faith, (ii) in a manner reasonably believed to be in or not opposed to the
best interests of the Registrant, and (iii) with respect to any criminal action
or proceeding, had no reasonable cause to believe such conduct was unlawful. The
Registrant believes that indemnification under its Bylaws covers at least
negligence and gross negligence, and requires the Registrant to advance
litigation expenses in the case of stockholder derivative actions or other
actions, against an undertaking by the directors and officers to repay such
advances if it is ultimately determined that the director is not entitled to
indemnification. The Bylaws further provide that rights conferred under such
Bylaws shall not be deemed to be exclusive of any other right such persons may
have or acquire under any agreement, vote of stockholders or disinterested
directors, or otherwise.
In addition, the Registrant's Articles of Incorporation (the "Articles of
Incorporation") provides that, pursuant to Nevada law, none of its directors
shall be liable for monetary damages for breach of his or her fiduciary duty of
care to the Registrant and its stockholders. This provision in the Articles of
Incorporation does not eliminate the duty of care, and in appropriate
circumstances equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under Nevada law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Registrant for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Nevada law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws. The Articles of Incorporation further
provides that the Registrant shall indemnify its directors and officers to the
fullest extent permitted by law and requires the Registrant to advance
litigation expenses in the case of stockholder derivative actions or other
actions, against an undertaking by the
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director to repay such advances if it is ultimately determined that the director
is not entitled to indemnification. The Articles of Incorporation also provides
that rights conferred under such Articles of Incorporation shall not be deemed
to be exclusive of any other right such persons may have or acquire under any
statute, the Articles of Incorporation, the Bylaws, agreement, vote of
stockholders or disinterested directors, or otherwise.
The Registrant has obtained a liability insurance policy for the officers and
directors that, subject to certain limitations, terms and conditions, will
insure them against losses arising from wrongful acts (as defined by the policy)
in their capacity as directors or officers.
In addition, the Registrant has entered into agreements to indemnify its
directors and certain of its officers in addition to the indemnification
provided for in the Articles of Incorporation and Bylaws. These agreements,
among other things, indemnify the Registrant's directors and certain of its
officers for certain expenses (including attorneys fees), judgments, fines and
settlement amounts incurred by such person in any action or proceeding,
including any action by or in the right of the Registrant, on account of
services as a director or officer of the Registrant or as a director or officer
of any subsidiary of the Registrant, or as a director or officer of any other
company or enterprise that the person provides services to at the request of the
Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
Exhibit
Exhibit Exhibit
Number
4.1 Instruments Defining the Rights of Stockholders. Reference is made to Registrant's
Registration Statement No. 000-27243 on Form 10SB12G/A, which is incorporated herein
by reference pursuant to Item 3(g).
5.1 Opinion and consent of Jonathan Ram Dariyanani, Esq.
23.1 Consent of Independent Accountants.
23.2 Consent of Jonathan Ram Dariyanani, Esq. (contained in Exhibit 5.1)
24.1 Power of Attorney. Reference is made to page 5 of this Registration Statement.
99.1 Worldteq's 2003 Stock Option Plan, as amended.
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 Rockville, State of Maryland, on July 2, 2004.
WORLDTEQ GROUP INTERNATIONAL, INC.
(Registrant)
By: /s/ JEFFREY LIEBERMAN
Jeffrey Lieberman
President, CEO and Director
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Worldteq Group International,
Inc., a Nevada corporation, do hereby constitute and appoint Jeffrey Lieberman
and Timothy Carnahan each of them, the lawful attorneys-in- fact and agents with
full power and authority to do any and all acts and things and to execute any
and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
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 below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ JEFFREY LIEBERMAN President and Chief Executive July 2, 2004
---------------------- Officer and Director (Principal
Jeffrey Lieberman Financial and Accounting Officer,
Principal Executive Officer)
/s/ TIMOTHY CARNAHAN Director July 2, 2004
----------------------
Timothy Carnahan
/s/ BRIAN ROSINSKI Director July 2, 2004
----------------------
Brian Rosinski
/s/ Mark Butler Director July 2, 2004
----------------------
Mark Butler
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