AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
XXXXXXXXXXX
=====================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------------------
AMENDED FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------------------------
MASTERPIECE TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its charter)
UTAH
(State or other jurisdiction of incorporation or organization)
91-1793053
(IRS Employer Identification Number)
455 WARDS CORNER ROAD, SUITE 700
LOVELAND, OHIO, 45140
(Address of principal executive offices)
NEWELL D. CRANE, B.S., M.B.A., PH.D.
MASTERPIECE TECHNOLOGY GROUP, INC.
455 WARDS CORNER ROAD, SUITE 700
LOVELAND, OHIO, 45140
(Name and address of agent for service)
(513) 831-6647
(Telephone number, including area code of agent for service)
CONSULTING AGREEMENT
(Full title of the Plan)
-------------------------------------------------------------
COPY TO:
Parsons Law Firm
James B. Parsons
500 108th Avenue NE, Suite 1710
Bellevue, WA 98004
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after
the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Title of Securities Amount Proposed Proposed Amount of
to be registered To be Maximum Maximum Registration
Registered Offering Price Aggregate Fee
Per Share Offering Price
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 0 $0.05 $0.00 $0.00
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rue 457 under the Securities Act of 1933.
MASTERPIECE TECHNOLOGY GROUP, INC.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-B
<TABLE>
<CAPTION>
FORM S-8 ITEM NUMBER AND CAPTION CAPTION IN
PROSPECTUS
-------------------------------- ---------------------
<S> <C>
1. Forepart of Registration Statement and Outside Front Facing Page of Registration
Statement and
Cover Page of Prospectus Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of Inside Cover Page of Prospectus
and Outside
Prospectus Cover Page of Prospectus
3. Summary Information, Risk Factors and Ratio of Not Applicable
Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Not Applicable
9. Description of Securities to be Registered Consulting Agreement
10. Interest of Named Experts and Counsel Not Applicable
11. Material Changes Not Applicable
12. Incorporation of Certain Information by Reference Information Incorporated by
Reference
13. Disclosure of Commission Position on Indemnification
Indemnification for Securities Act Liabilities
</TABLE>
PROSPECTUS
MASTERPIECE TECHNOLOGY GROUP, INC.
987,488 Shares of Common Stock
($.001 Par Value)
This Amended Prospectus is part of a Registration Statement which
registered an aggregate 987,488 shares of common stock, $.001 par value, common
stock of Masterpiece Technology Group, Inc. (the "Company") which may be issued
as set forth herein to the following named persons:
NAME NUMBER OF SHARES
---- ----------------
Omar Sanchez 50,000
R. Daniel Rivera 150,000
Joe Elizondo 204,000
Ellis Fertig 580,000
Larry W. Dudley 3,488
On July 31, 2000, Consulting Agreements were entered into with
Omar Sanchez, R. Daniel Rivera and Ellis Fertig (collectively, the "Advisors")
pursuant to consulting agreements (collectively, the "Consulting Agreements").
On August 8, 2000, a Consulting Agreement was entered into with Joe Elizondo
(collectively, the "Advisors") pursuant to a consulting agreement (collectively,
the "Consulting Agreements"). On July 28, 2000, a Consulting Agreement was
entered into with Larry W. Dudley (collectively, the "Advisors") pursuant to a
consulting agreement (collectively, the "Consulting Agreements").
The Company has been advised by Advisors that they may
sell all or a portion of their shares of common stock from time to time through
securities brokers/dealers only at current market prices and that no commissions
or compensation will be paid in connection therewith in excess of
customary brokers commissions. Advisors and the brokers and dealers
through whom sales of the shares are made may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as
amended, (the "Securities Act"), and any profits realized by them on
the sale of the shares may be considered to be underwriting
compensation.
No other person is authorized to give any information or make
Any representation not contained or incorporated by reference in this
Prospectus, in connection with the offer contained in this Prospectus,
and, if given or made, such other information or representation must
not be relied upon as having been authorized by the Company. Neither
the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since the
date hereof.
=====================================================================
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
COMPANY IS A CRIMINAL OFFENSE.
=====================================================================
This Prospectus does not constitute an offer to sell or the
solicitation of any offer to buy any security other than the securities
covered by this Prospectus, nor does it constitute an offer or
solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized, or in which the person making such
offer or solicitation is not qualified to do so, or to any person to
whom it is unlawful to make such offer or solicitation.
THE DATE OF THIS PROSPECTUS IS AUGUST 17, 2000.
TABLE OF CONTENTS
AVAILABLE INFORMATION......................................................1
INFORMATION INCORPORATED BY REFERENCE......................................1
THE COMPANY................................................................2
CONSULTING AGREEMENTS......................................................2
Restrictions Under Securities Laws.........................................3
DESCRIPTION OF CAPITAL STOCK...............................................3
Common Stock...............................................................3
Registrar and Transfer.....................................................3
Dissenters' Rights.........................................................4
Preferred Stock............................................................4
LEGAL MATTERS..............................................................4
STATEMENT OF INDEMNIFICATION...............................................4
i
AVAILABLE INFORMATION
Masterpiece Technology Group, Inc., (the "Company") is subject to the
requirement to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), and, in
accordance therewith, files reports and other materials with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other materials filed by the Company can be inspected
and copied (at prescribed rates) at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549. Copies of all or any part of such material may be
obtained from the Commission upon payment of fees prescribed by the
Commission. The Commission maintains a web site that contains reports,
proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address
of such web site is http://www.sec.gov.
The Company has filed with the Commission a Registration
Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), with respect to an
aggregate of 987,488 shares of the Company's Common Stock, which will
be issued to Omar Sanchez (50,000 shares), R. Daniel Rivera (150,000 shares),
Joe Elizondo (204,000 shares), Ellis Fertig (580,000 shares), and Larry W.
Dudley (3,488)(collectively, the "Advisors") as consultants of the Company
pursuant to written Consulting Agreements. The previously filed Prospectus
referenced shares to be issued to Jules Pagano. This Prospectus does not
contain all of the information set forth in the Registration Statement,
certain portions of which have been omitted as permitted by the rules
and regulations of the Commission. For further information with respect
to the Company and the shares of the Common Stock offered by this
Prospectus, reference is made to the Registration Statement, including
the exhibits thereto. Statements in this Prospectus as to any document
are not necessarily complete, and where any such document is an exhibit
to the Registration Statement or is incorporated by reference herein,
each such statement is qualified in all respects by the provisions of
such exhibit or other document, to which reference is hereby made, for
a full statement of the provisions thereof. A copy of the Registration
Statement, with exhibits, may be obtained from the Commission's office
in Washington, D.C. (at the above address) upon payment of the fees
prescribed by the rules and regulations of the Commission, or examined
there without charges.
INFORMATION INCORPORATED BY REFERENCE
The Company filed an amendment to the Annual Report on Form 10-K on
September 10, 1998. The Company's Form 8-K, Item 5, Other Events, filed October
1, 1998. The Company filed an amendment to the Form 10-Q on October 16, 1998.
The Company's Quarterly Report on Form 10-Q dated November 24, 1998 for the
quarter ended September 30, 1998. The Company's Quarterly Report on Form 10-Q
dated March 5, 1999 for the quarter ended December 31, 1998. The Company's Form
S-8 was filed March 11, 1999. The Company's Form 8-K, Item 5, Other Events,
filed June 10, 1999. The Company's Form 8-K, Item 5, Other Events, filed July
29, 1999. The above referenced reports, which were previously filed with the
Commission are incorporated herein by reference.
All documents filed by the Company pursuant to Section 13, 14 or 15 (d)
of the Exchange Act after the date hereof and 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 herein 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 Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
THE COMPANY HEREBY UNDERTAKES TO FURNISH WITHOUT CHARGE TO EACH SUCH
TO WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH
PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS DESCRIBED ABOVE, OTHER THAN
EXHIBITS TO SUCH DOCUMENTS. REQUESTS SHOULD BE ADDRESSED TO MR. NEWELL D. CRANE,
B.S., M.B.A., PH.D., CEO, MASTERPIECE TECHNOLOGY GROUP, INC., 455 WARDS CORNER
ROAD, SUITE 700, LOVELAND, OHIO, 45140, TELEPHONE NUMBER (513) 831-6647.
1
THE COMPANY
Masterpiece Technology Group, Inc. (the "Company") is
a Utah Corporation. Prior to October 31, 1997, the Company
was a Washington corporation with offices located in
Bellevue and Tacoma, Washington. On October 31, 1997, the
Company merged in a reverse merger transaction into a
publicly held company by the name of US Mining Company,
Inc., a Washington corporation. Upon closing this
transaction on November 15, 1997, US Mining Company, Inc.
changed its name to Global Digital Information, Inc. The
Board of Directors of US Mining (now The Company) resigned,
and the shareholders elected the current Board of Directors
of the Company. The Company changed its name to
Masterpiece Technology Group, Inc. on June 11, 1999.
The Company subsequently merged with Masterpiece Medical, a
Delaware company on June 22, 1999. The current officers of
the Company were reappointed by the Board of Directors.
Masterpiece Technology Group (MTG) is a rapidly growing company that
offers high-quality information management software products and
related services to the general business and medical fields. This is
done by offering state-of-the-art technology coupled with an
extraordinary set of product features and backing our systems with a
high level of ongoing support. The Company aims for long-term
relationships with each client, by providing them with a roadmap to
improve their systems. This translates into on-going, additional
purchases of more MTG products and services. The Company's goal is to
become known as the premier company in our category. MTG's development
goals are for continual and aggressive enhancement of the product with
ever-increasing profitability.
MTG today is at the forefront of the digital information revolution.
The Company now offers cutting-edge software in document management,
electronic medical record systems, medical billing recovery systems,
claims clearing house and Web-based & wireless records management
products with a heavy emphasis on medical information management. The
market is estimated to exceed $5 billion in total annual revenues
according to company research.
As a player in one of the fastest growing information market sectors,
Masterpiece expects to capture market share, brand recognition and
vertical product integration. Masterpiece Technology Group offers a
much-needed market response for end-to-end digital information
management solutions within traditional and web-enabled platforms. The
Company's wholly owned divisions (Maplecrest Software and Claims
Direct) offer turnkey solutions for the document management industry
including intranet publishing, medical digital information management,
medical claims clearing house, physician office billing and many other
applications.
A strategic focus of the Company is its ability to identify and acquire
private companies with technologies and marketing mechanisms that work
in concert with Masterpiece. Masterpiece's acquisition of Maplecrest
and Claims Direct are the first steps along our path. With letters of
intent to companies such as Townsend Medical Systems and others, we
will build our technology portfolio as a powerful, robust fully web-
enabled, global information solution for the next century. Masterpiece
will continue to evaluate the acquisition and partnership of strategic
companies, which will further enhance our market position.
The Company's Common Stock trades on the OTC Bulletin Board
under the symbol MPTG.
The Company's address is 455 Wards Corner Road, Suite 700, Loveland,
Ohio, 45140. Its telephone number is (513) 831-6647. Its fax number is (513)
831-5633.
2
CONSULTING AGREEMENTS
On July 31, 2000, the Company entered into a Consulting
Agreement with Omar Sanchez, pursuant to which the Company agreed to
issue 50,000 shares of Common Stock of the Company. Under the terms of
the Consulting Agreement, Omar Sanchez will provide strategic and tactical
direction and guidance to the Company and assist the Company in international
relations, international product development and international market
distribution. Mr. Sanchez will specifically be responsible for development of
the company product line and corporate image in Central America, South America
and Europe. Responsibilities will also include research into potential merger
or acquisition candidates from the international marketplace. The term of the
Consulting Agreement began on July 31, 2000,
and will be effective until the date of delivery of completed product and
Services.
On July 31, 2000, the Company entered into a Consulting Agreement
for consulting services with R. Daniel Rivera, pursuant to which
the Company agreed to issue 150,000 shares of Common Stock of the
Company. Under the terms of the Agreement, Consultant will provide strategic
and tactical direction and guidance to the Company and assist the Company in
software development. The term of the Agreement began on July 31, 2000
and shall be effective until delivery of completed product and services.
On August 8, 2000, the Company entered into a Consulting
Agreement with Joe Elizondo, pursuant to which the Company agreed to
issue 204,000 shares of Common Stock of the Company. Under the terms
of the Agreement, Consultant will provide such consulting services and advice
pertaining to the Company's computer programming needs. The term of the
Agreement
began on August 8, 2000 and shall continue for 180 days.
On July 31, 2000, the Company entered into a Consulting Agreement with
Ellis Fertig, pursuant to which the Company agreed to issue 580,000 shares of
Common Stock of the Company. Under the terms of the Agreement, Ellis Fertig
will provide development expertise for MPTG's Del Crane Medical Billing
Division. The term of the Agreement began on July 31, 2000 and shall continue
until the date of delivery of completed product and services.
On July 28, 2000, the Company entered into a Consulting Agreement with
Larry W. Dudley, pursuant to which the Company agreed to issue 3,488 shares of
Common Stock of the Company. Under the terms of the Agreement, Larry W. Dudley
will provide development expertise for MPTG's Del Crane Medical Billing
Division. The term of the Agreement began on July 28, 2000 and will be
effective until the date of delivery of completed products and services.
RESTRICTIONS UNDER SECURITIES LAWS
The sale of any shares of Common Stock acquired under the Consulting
Agreement must be made in compliance with federal and state securities laws.
Officers, directors and 10% or greater stockholders of the Company, as well as
certain other persons or parties who may be deemed to be "affiliates" of the
Company under the Federal Securities Laws, should be aware that resales by
affiliates can only be made pursuant to an effective Registration Statement,
Rule 144 or any other applicable exemption. Officers, directors and 10% and
greater stockholders are also subject to the "short swing" profit rule of
Section 16(b) of the Securities Exchange Act of 1934. Section 16(b) of the
Exchange Act generally provides that if an officer, director or 10% and greater
stockholder sold any Common Stock of the Company acquired pursuant to the
exercise of a stock option, he would generally be required to pay any "profits"
resulting from the sale of the stock and receipt of the stock option. The
foregoing is not intended to be a complete statement of applicable law and BJI
should rely on its own legal counsel with respect thereto.
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue 20 million shares of Common Stock,
$0.001 par value, and 10 million shares of Preferred Stock. The presently
outstanding shares of Common Stock are fully paid and nonassessable.
There are no shares of Preferred Stock issued and outstanding.
COMMON STOCK
As of June 30, 2000, approximately 5,672,416 shares of Common Stock
were outstanding.
VOTING RIGHTS. Holders of shares of Common Stock are entitled to one
vote per share on all matters submitted to a vote of the shareholders. Shares of
Common Stock do not have cumulative voting rights; accordingly, the holders of a
majority of the shareholder votes eligible to vote and voting for the election
of the Board of Directors can elect all members of the Board of Directors.
DIVIDEND RIGHTS. Holders of record of shares of Common Stock are
entitled to receive dividends when and if declared by the Board of Directors out
of funds of the Company legally available therefor.
LIQUIDATION RIGHTS. Upon any liquidation, dissolution or winding up of
the Company, holders of shares of Common Stock are entitled to receive pro rata
all of the assets of the Company available for distribution to shareholders
after distributions are made to the holders of the Company's Preferred Stock.
Preemptive Rights. Holders of Common Stock do not have any preemptive
rights to subscribe for or to purchase any stock, obligations or other
securities of the Company.
3
REGISTRAR AND TRANSFER AGENT
The Company's registrar and transfer agent is American Securities
Transfer & Trust, 12039 W. Alameda Parkway, Suite Z-2, Lakewood, Colorado 80228
and their telephone number is (303) 986-5400.
DISSENTERS' RIGHTS
Under current Utah law, a shareholder is afforded dissenters' rights
which, if properly exercised, may require the Company to purchase his shares
dissenters' rights commonly arise in extraordinary transactions such as mergers,
consolidations, reorganizations, substantial asset sales, liquidating
distributions, and certain amendments to the Company's certificate of
incorporation.
PREFERRED STOCK
The Company is also authorized to issue 10 million shares of Preferred
Stock. The Preferred Stock or any series thereof shall have such designations,
preferences and relative, participating, optional or special rights and
qualifications, limitations or restrictions thereof as shall be expressed in the
resolution or resolutions providing for the issue of such stock adopted by the
board of directors and may be made dependent upon facts ascertainable outside
such resolution or resolutions of the board of directors, provided that the
manner in which such facts shall operate upon such designations, preferences,
rights and qualifications, limitations or restrictions of such class or series
of stock is clearly and expressly set forth in the resolution or resolutions
providing for the issuance of such stock by the board of directors.
LEGAL MATTERS
The legality of the securities offered hereby is being passed upon for
the Company by Parsons Law Firm, Bellevue, Washington, counsel to the
Company.
STATEMENT OF INDEMNIFICATION
Pursuant to Sections 16-10A-901 thru 16-10A-909 of the Utah Code and
Constitution, the Company has the power to indemnify any person made a party to
any lawsuit by reason of being a director or officer of the Company, or serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
actions suit or proceeding if he acted in good faith and in a manner he
reasonably believed 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a) and (b) below are incorporated by reference
in the Registration Statement. All documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (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 in the Registration Statement and to be part
thereof from the date of filing of such documents.
(a) Amendment to the Annual Report on Form 10-K on September
10, 1998. The Company's Form 8-K, Item 5, Other Events, filed October
1, 1998. The Company filed an amendment to the Form 10-Q on October 16,
1998. The Company's Quarterly Report on Form 10-Q dated November 24,
1998 for the quarter ended September 30, 1998. The Company's Quarterly
Report on Form 10-Q dated March 5, 1999 for the quarter ended December
31, 1998. The Company's Form S-8 filed March 11, 1999. The Company's
Form 8-K, Item 5, Other Events, filed June 10, 1999. The Company's Form
8-K, Item 5, Other Events, filed July 27, 1999. The Company filed the
Annual Report on Form 10-K on November 12, 1999 for the fiscal year
ending March 31, 1999. The Company's Quarterly Report on Form 10-Q
dated November 22, 1999 for the quarter ended June 30, 1999.
The Company's Quarterly Report on Form 10-Q dated November 22, 1999
for the quarter ended September 30, 1999. The above referenced reports,
which were previously filed with the Commission are incorporated herein
by reference.
(b) All other reports filed pursuant to Section 13 or 15(d) of
the Exchange Act since the end of the fiscal year covered by the
Registrant's Form 10-K referred to in (a) above.
Item 5: INTERESTS OF NAMED EXPERTS AND COUNSEL.
None
Item 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Sections 16-10A-901 thru 16-10A-909 of the Utah Code and
Constitution provides that:
Section 16-10A-901 THRU 16-10A-909. INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS; INSURANCE
Section 16-10A-901
(1) "Corporation" includes any domestic or foreign entity that is a
predecessor of a corporation by reason of a merger or other transaction in which
the predecessor's existence ceased upon consummation of the transaction.
(2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation, is or was
serving at the corporation's request as a director, officer, partner, trustee,
employee, fiduciary, or agent of another domestic or foreign corporation or
other person or of an employee benefit plan. A director is considered to be
serving an employee benefit plan at the corporation's request if his duties to
the corporation also impose duties on, or otherwise involve services by, him to
the plan or to participants in or beneficiaries of the plan. "Director"
includes, unless the context requires otherwise, the estate or personal
representative of a director.
(3) "Expenses" include counsel fees.
5
(4) "Liability" means the obligation incurred with respect to a
proceeding to pay a judgment, settlement, penalty, fine (including an excise tax
assessed with respect to an employee benefit plan), or reasonable expenses.
(5) "Officer," "employee," "fiduciary," and "agent" include any person
who, while serving the indicated relationship to the corporation, is or was
serving at the corporation's request as a director, officer, partner, trustee,
employee, fiduciary, or agent of another domestic or foreign corporation or
other person or of an employee benefit plan. An officer, employee, fiduciary, or
agent is considered to be serving an employee benefit plan at the corporation's
request if that person's duties to the corporation also impose duties on, or
otherwise involve services by, that person to the plan or participants in, or
beneficiaries of the plan. Unless the context requires otherwise, such terms
include the estates or personal representatives of such persons.
(6) (a) "Official capacity" means:
(i) when used with respect to a director, the office of
director in a corporation; and
(ii) when used with respect to a person other than a director,
as contemplated in Section 16-10a-907, the office in a corporation held
by the officer or the employment, fiduciary, or agency relationship
undertaken by him on behalf of the corporation.
(b) "Official capacity" does not include service for any other
foreign or domestic corporation, other person, or employee benefit plan.
(7) "Party" includes an individual who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.
(8) "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
and whether formal or informal.
Section 16-10A-902
(1) Except as provided in Subsection (4), a corporation may indemnify
an individual made a party to a proceeding because he is or was a director,
against liability incurred in the proceeding if:
(a) his conduct was in good faith; and
(b) he reasonably believed that his conduct was in, or not
opposed to, the corporation's best interests; and
(c) in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.
(2) A director's conduct with respect to any employee benefit plan for
a purpose he reasonably believed to be in or not opposed to the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of Subsection (1)(b).
(3) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.
(4) A corporation may not indemnify a director under this section: (a)
in connection with a proceeding by or in the right of the corporation in which
the director was adjudged liable to the corporation; or (b) in connection with
any other proceeding charging that the director derived an improper personal
benefit, whether or
6
not involving action in his official capacity, in which proceeding he was
adjudged liable on the basis that he derived an improper personal benefit.
(5) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.
Section 16-10A-903
Unless limited by its articles of incorporation, a corporation shall
indemnify a director who was successful, on the merits or otherwise, in the
defense of any proceeding, or in the defense of any claim, issue, or matter in
the proceeding, to which he was a party because he is or was a director of the
corporation, against reasonable expenses incurred by him in connection with the
proceeding or claim with respect to which he has been successful.
Section 16-10A-904
(1) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of final
disposition of the proceeding if:
(a) the director furnishes the corporation a written
affirmation of his good faith belief that he has met the applicable
standard of conduct described in Section 16-10a-902;
(b) the director furnishes to the corporation a written
undertaking, executed personally or on his behalf, to repay the advance
if it is ultimately determined that he did not meet the standard of
conduct; and
(c) a determination is made that the facts then known to those
making the determination would not preclude indemnification under this
part.
(2) The undertaking required by Subsection (1)(b) must be an unlimited
general obligation of the director but need not be secured and may be accepted
without reference to financial ability to make repayment.
(3) Determinations and authorizations of payments under this section
shall be made in the manner specified in Section 16-10a-906.
Section 16-10A-905
Unless a corporation's articles of incorporation provide otherwise, a
director of the corporation who is or was a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction. On receipt of an application, the court, after giving
any notice the court considers necessary, may order indemnification in the
following manner:
(1) if the court determines that the director is entitled to
mandatory indemnification under Section 16-10a-903, the court shall
order indemnification, in which case the court shall also order the
corporation to pay the director's reasonable expenses incurred to
obtain court-ordered indemnification; and
(2) if the court determines that the director is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not the director met the applicable standard
of conduct set forth in Section 16-10a-902 or was adjudged liable as
described in Subsection 16-10a-902(4), the court may order
indemnification as the court determines to be proper, except that the
indemnification with respect to any proceeding in which liability has
been adjudged in the circumstances described in Subsection
16-10a-902(4) is limited to reasonable expenses incurred.
Section 16-10A-906
7
(1) A corporation may not indemnify a director under Section 16-10a-902
unless authorized and a determination has been made in the specific case that
indemnification of the director is permissible in the circumstances because the
director has met the applicable standard of conduct set forth in Section
16-10a-902. A corporation may not advance expenses to a director under Section
16-10a-904 unless authorized in the specific case after the written affirmation
and undertaking required by Subsections 16-10a-904(1)(a) and (b) are received
and the determination required by Subsection 16-10a-904(1)(c) has been made.
(2) The determinations required by Subsection (1) shall be made:
(a) by the board of directors by a majority vote of those
present at a meeting at which a quorum is present, and only those
directors not parties to the proceeding shall be counted in satisfying
the quorum; or
(b) if a quorum cannot be obtained as contemplated in
Subsection (2)(a), by a majority vote of a committee of the board of
directors designated by the board of directors, which committee shall
consist of two or more directors not parties to the proceeding, except
that directors who are parties to the proceeding may participate in the
designation of directors for the committee;
(c) by special legal counsel:
(i) selected by the board of directors or its
committee in the manner prescribed in Subsection (a) or (b);
or
(ii) if a quorum of the board of directors cannot be
obtained under Subsection (a) and a committee cannot be
designated under Subsection (b), selected by a majority vote
of the full board of directors, in which selection directors
who are parties to the proceeding may participate; or
(d) by the shareholders, by a majority of the votes entitled
to be cast by holders of qualified shares present in person or by proxy
at a meeting.
(3) A majority of the votes entitled to be cast by the holders of all
qualified shares constitutes a quorum for purposes of action that complies with
this section. Shareholders' action that otherwise complies with this section is
not affected by the presence of holders, or the voting, of shares that are not
qualified shares.
(4) Unless authorization is required by the bylaws, authorization of
indemnification and advance of expenses shall be made in the same manner as the
determination that indemnification or advance of expenses is permissible.
However, if the determination that indemnification or advance of expenses is
permissible is made by special legal counsel, authorization of indemnification
and advance of expenses shall be made by a body entitled under Subsection (2)(c)
to select legal counsel.
Section 16-10A-907
Unless a corporation's articles of incorporation provide otherwise:
(1) an officer of the corporation is entitled to mandatory
indemnification under Section 16-10a-903, and is entitled to apply for
court-ordered indemnification under Section 16-10a-905, in each case to
the same extent as a director;
(2) the corporation may indemnify and advance expenses to an
officer, employee, fiduciary, or agent of the corporation to the same
extent as to a director; and
(3) a corporation may also indemnify and advance expenses to
an officer, employee, fiduciary, or agent who is not a director to a
greater extent, if not inconsistent with public policy, and if
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provided for by its articles of incorporation, bylaws, general or
specific action of its board of directors, or contract.
Section 16-10A-908
A corporation may purchase and maintain liability insurance on behalf
of a person who is or was a director, officer, employee, fiduciary, or agent of
the corporation, or who, while serving as a director, officer, employee,
fiduciary, or agent of the corporation, is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee, fiduciary, or
agent of another foreign or domestic corporation or other person, or of an
employee benefit plan, against liability asserted against or incurred by him in
that capacity or arising from his status as a director, officer, employee,
fiduciary, or agent, whether or not the corporation would have power to
indemnify him against the same liability under Section 16-10a-902, 16-10a-903,
or 16-10a-907. Insurance may be procured from any insurance company designated
by the board of directors, whether the insurance company is formed under the
laws of this state or any other jurisdiction of the United States or elsewhere,
including any insurance company in which the corporation has an equity or any
other interest through stock ownership or otherwise.
Section 16-10A-909
(1) A provision treating a corporation's indemnification of, or advance
for expenses to, directors that is contained in its articles of incorporation or
bylaws, in a resolution of its shareholders or board of directors, or in a
contract (except an insurance policy) or otherwise, is valid only if and to the
extent the provision is not inconsistent with this part. If the articles of
incorporation limit indemnification or advance of expenses, indemnification and
advance of expenses are valid only to the extent not inconsistent with the
articles of incorporation.
(2) This part does not limit a corporation's power to pay or reimburse
expenses incurred by a director in connection with the director's appearance as
a witness in a proceeding at a time when the director has not been made a named
defendant or respondent to the proceeding.
(b) Section 16-7-3 of the Utah Code and Constitution provides that:
SECTION 16-7-3. CONTENTS OF ARTICLES OF INCORPORATION
The articles of incorporation shall specify:
(1) The name of the corporation by which it shall be known.
(2) The object of the corporation.
(3) The estimated value of the property at the time of the
making of articles of incorporation.
(4) The title of the person making such articles.
(c) Article Eight of Registrant's Articles of Incorporation provides:
No director of this corporation shall be liable to the
corporation for monetary damages for an act or omission occurring in
the director's capacity as a director, except to the extent the
statutes of the State of Utah expressly provided that the director's
liability may not be eliminated or limited. Any repeal or amendment of
this paragraph that increases the liability of a director shall be
prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the corporation existing at the
time of such repeal or amendments.
Item 8: EXHIBITS
The following documents are filed as Exhibits to this Registration
Statement:
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4 -- Consulting Agreements
5 -- Opinion of Parsons Law Firm as to the validity of
the shares being registered.
24.1 -- Consent of Parsons Law Firm (included in Exhibit
5)
25 -- Power of Attorney (following signature page of
Registration Statement)
Item 9: UNDERTAKINGS
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
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.
(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.
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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 the City of Loveland, State of Ohio, on the 28th day of
August, 2000.
MASTERPIECE TECHNOLOGY GROUP, INC. MASTERPIECE TECHNOLOGY
GROUP, INC..
By /s/ Newell D. Crane By: /s/ Margaret Crane
------------------------------------- --------------------------------
Newell D. Crane, B.S., M.B.A., Ph.D., Margaret Crane, B.A.,
and Chief Executive Officer M.B.A., Vice President
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