MED GEN INC
S-8, 2001-01-19
PHARMACEUTICAL PREPARATIONS
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                                                   Registration No. _________


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                                 MED GEN, INC.
               --------------------------------------------------
               (Exact name of issuer as specified in its charter)

               Nevada                                   65-0703559
    ------------------------------                 -------------------
    State or other jurisdiction of                    (IRS Employer
    incorporation or organization)                 Identification No.)


                     7284 W. Palmetto Park Road, Suite 106
                         Boca Raton, Florida 33433
                    ----------------------------------------
                    (Address of principal executive offices)

                             CONSULTING AGREEMENTS
                         NONQUALIFIED STOCK OPTION PLAN
                         ------------------------------
                             (Full title of the Plan)

                           Paul S. Mitchell, President
                                   Med Gen, Inc.
                       7284 W. Palmetto Park Road, Suite 106
                      Boca Raton, Florida 33433 (561) 750-1100
             ---------------------------------------------------------
             (Name, address and telephone number of agent for service)


Approximate date of commencement of sales pursuant to the Plan: From time to
time after the effective date of this Registration Statement.


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------------
Title of Securities    Amount to be     Proposed Maximum      Proposed Maximum       Total
to be                  Registered (1)   Offering Price per    Aggregate Offering     Registration
Registered                              Share (a)             Price                  Fee
---------------------------------------------------------------------------------------------------
<S>                    <C>              <C>                   <C>                    <C>
Common stock           3,055,000             $1.50 (2)        $3,086,240             $ 771.56
---------------------------------------------------------------------------------------------------

</TABLE>

(1)  If, as a result of stock splits, stock dividends, or similar
transactions, the number of securities purported to be registered on this
registration statement changes, the provisions of Rule 416 shall apply to
this registration statement, and this registration statement shall cover
the additional securities resulting from such split, dividend or similar
transaction.

(2)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, as amended, and


<PAGE>    1


computed on the basis of $.50 per share exercise price of options granted
to purchase 960,000 shares of common stock of the Registrant, $1.00 per
share exercise price of options granted to purchase 1,025,000 shares of
common stock of the Registrant and  $1.50 per share exercise price of
options granted to purchase 1,050,000 shares of common stock of the
Registrant; and 20,000 shares of common stock of the Registrant, $.312 per
share based on the average of the closing bid and at asked the price per
share of the common stock as quoted by the National Association of
Securities Dealers Automated System on September 20, 2000.





<PAGE>    2


                         EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed to register (i)
1,500,000 shares of common stock for issuance  upon the exercise of
options granted or to be granted pursuant to the Registrant's Non-
Qualified Stock Option Plan; (ii) 1,535,000 shares of Common Stock of the
Registrant, for issuance upon the exercise of options granted or to be
granted under the Registrant's Consulting Agreements; and (ii) 20,000
shares of Common Stock of the Registrant, for issuance granted under the
Registrant's Consulting Agreements.

Pursuant to Rule 428(b)(1), promulgated under the Securities Act of 1933,
as amended (the "Securities Act"), the information required by Part I of
Form S-8 will be sent or given to employees, as specified in such Rule,
in the form of a prospectus that meets the requirements of Section 10(a)
of the Securities Act. In accordance with the instructional Note to Part
I of Form S-8, the information specified by Part I of Form S-8 has been
omitted from this Registration Statement on Form S-8 for offers of Common
Stock pursuant to the Plan.


                          PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

    The following documents are incorporated by reference in the
registration statement:

    (a) The Registrant's Form 10-SB filed on January 26, 2000.

    (b) Quarterly Reports on Form 10-Q for the quarters ended
        December 31, 1999, March 31,  2000 and June 30, 2000.

    (c) The Registrant's Form 10K-SB for the year ended September
        30, 2000.

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 to the registration statement
which indicates that all of the shares of common stock offered have been
sold or which deregisters all of such shares then remaining unsold, shall
be deemed to be incorporated by reference in the 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 other subsequently filed document which also is
or is 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
registration statement.



ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable. The class of securities to be offered under this
registration statement is registered under Section 12 of the Securities
Exchange Act of 1934.



<PAGE>    3


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Reference is hereby made to the provisions of the Nevada Revised
Statutes which provides for indemnification of directors and officers
under certain circumstances.

         At present the Company has not entered into individual
indemnification agreements with its officers and/or directors. However, the
Company's by-laws provide a comprehensive indemnification provision which
provides that the Company shall indemnify, to the fullest extent under
Nevada law, its directors and officers against certain liabilities incurred
with respect to their service in such capacities. In addition, the by-laws
provide that the personal liability of directors and officers of the
Company and its stockholders for monetary damages will be limited.

         Indemnification under the Company's Articles Bylaws is
nonexclusive of any other right such persons may have under statute,
agreement, bylaw or action of the Board of Directors or shareholders of
the corporation.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS.

No.    Description
---    -----------

4.1    Consulting Agreement dated January 10, 2001 between Registrant
       and Alan Berkun.

4.2    Consulting Agreement dated January 10, 2001 between Registrant
       and Stewart A. Merkin, Esq., P.A.

4.3    Nonqualified Stock Option Plan dated January 10, 2001.

5      Opinion of Stewart A. Merkin, Esq., P.A.

24.2   Consent of  Richard H. Harris & Associates, P.A.


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:

                  (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;

                  (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.


<PAGE>    4


             (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 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 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to 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) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders
that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 or Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the prospectus
to provide such interim financial information.

     (d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons or the registrant pursuant to the provisions
described in Item 6, 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
proceedings) 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.


<PAGE>    5

                              SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that is 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 or amendment thereto to be signed on its
behalf by the undersigned, thereunto duly authorized, in Boca Raton,
Florida on January 16, 2001.

                                           MED GEN, INC.

                                           By: /s/Paul S. Mitchell
                                              ---------------------------
                                              Paul S. Mitchell, President


         Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the
following persons in the capacities and on the dates indicated.

Signature                     Title                       Date
---------                     -----                       ----

/s/ Paul S. Mitchell
-------------------------
Paul S. Mitchell              President, Treasurer
                              and Director                January 16, 2001

/s/ Paul B. Kravitz           Chairman, Chief Executive
-------------------------     Officer and Director        January 16, 2001
Paul B. Kravitz




<PAGE>    6

                                 EXHIBIT INDEX

No.      Description
---      -----------

4.1      Consulting Agreement dated January 10, 2001 between Registrant and
         Alan Berkun.

4.2      Consulting Agreement dated October 16, 2000 between Registrant and
         Stewart A. Merkin, Esq., P.A.

4.3      Nonqualified Stock Option Plan dated January 10, 2001.

5        Opinion of Stewart A. Merkin, Esq., P.A.

24.2     Consent of Richard H. Harris & Associates, P.A.



<PAGE>    7





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