Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
BELL TECHNOLOGY GROUP LTD.
(Exact name of registrant as specified in its charter)
Delaware 13-3781263
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification
Number)
611 Broadway, 4th Floor, New York, New York 10012
(Address of Principal Executive Offices) (Zip Code)
1995 Stock Option Plan
(Full Title of the Plans)
Arnold N. Bressler, Esq.
Milberg Weiss Bershad Hynes & Lerach LLP
One Pennsylvania Plaza
New York, New York 10119/0165
(Name and address of agent for service)
(212) 594-5300
(Telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public:
As Soon As Practicable After Registration Statement Becomes
Effective.
Page 1 of 7 Pages
Exhibit Index Begins on Page II-2
(Facing Page Continued on the Following Page)
(Continuation of Facing Page)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
Common Shares, 360,000 $8.375 (2) $3,015,000 $1039.66
par value $.01 shares
per share
(1) Estimated solely for the purpose of calculating the
registration fee.
(2) Based upon the average of the high and low prices of the
Common Shares on the National Association of Securities Dealers
Automated Quotation Systems, Inc. on July 22, 1996 of $8.375 per
share.
Pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this Registration Statement also covers such
additional indeterminate number of shares as may become
issuable pursuant to anti-dilution and adjustment
provisions of any options to purchase shares registered
hereby.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission (File
No. 1-14168) pursuant to the Securities Exchange Act of 1934 are
incorporated by reference into this Registration Statement:
(1) The Company's Registration Statement on Form SB-2 (File
No. 33-98978) filed November 3, 1995 (the "Registration Statement").
(2) Amendment No. 1 to the Registration Statement filed
December 20, 1995;
(3) Amendment No. 2 to the Registration Statement filed
January 23, 1996; and
(4) The Prospectus filed January 24, 1996.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all the securities offered have
been sold or which deregisters all the securities then remaining
unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part thereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
Section 145 of the General Corporation Law of Delaware
permits indemnification of directors, officers and employees of a
corporation under certain conditions and subject to certain
limitations. The Company's Certificate of Incorporation requires
the Company to indemnify its officers, directors and employees to
the fullest extent permitted by law. In addition, the Company's
By-laws require the Company to advance expenses to officers and
directors in connection with proceedings against them for which
they may be indemnified. The indemnification provision in the
Company's Certificate of Incorporation applies to all actions and
proceedings including those brought by or in the right of the
Company. Directors and officers remain liable for acts and
omissions not in good faith or which involve intentional
misconduct and transactions from which such officer or director
derives improper personal benefit. In January, 1996, the Company
purchased an aggregate of $1,000,000 of insurance from Steadfast
Insurance Company for indemnification of all of its directors and
officers at a cost of $42,500.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
10 1995 Stock Option Plan -- incorporated by
reference to Exhibit 10(v) to the Registrant's
Registration Statement (File No. 33-98978).
23 Consent of Arthur Andersen LLP.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) to file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement (i) to include any prospectus
required by section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement; and (iii) 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; provided, however, that paragraphs (a)(1)(i) and
(a)(i)(ii) do not apply to information required to be
included in a post-effective amendment by those paragraphs
which are contained in periodic reports filed by the
undersigned Registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement;
(b) 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;
(c) 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.
(2) 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 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
therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
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.
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 New York, State of New
York, on this 26th day of July, 1996.
BELL TECHNOLOGY GROUP LTD.
By /S/ Marc H. Bell
Marc H. Bell,
President and Chief
Executive Officer
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.
Date: July 26, 1996 /S/ Marc H. Bell
Marc H. Bell,
President and Chief,
Executive Officer
and Director
Date: July 26, 1996 /S/ Robert B. Bell
Robert B. Bell,
Executive Vice President,
Chief Financial Officer
and Director
Date: July 26, 1996 /S/ Tsuyoshi Shiraishi
Tsuyoshi Shiraishi,
Director
Date: July 26, 1996 /S/ Martin Fox
Martin Fox,
Director
Date: July 26, 1996 /S/ Richard Videbeck
Richard Videbeck,
Director
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated October 27, 1995, included in Bell Technology Group
Ltd.'s registration statement on Form SB-2 (File No. 33-98978),
Amendments 1 and 2 thereto and the prospectus filed January 24,
1996 and to all references to our Firm included in this
registration statement on Form S-8.
Arthur Andersen LLP
New York, New York
July 26, 1996
