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As filed with the Securities and Exchange
Commission on
August 11, 2000
Registration No. 333-______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
(Exact name of issuer as specified in its
charter)
<TABLE>
|
Delaware |
22-3537927 |
| (State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer Identification No.) |
</TABLE>
<TABLE>
| 12 Andrews Drive, West Paterson, New Jersey
(Address of Principal Executive Offices) |
07424
(Zip Code) |
</TABLE>
Consulting
Shares Issued For Services
(Full title of the Plan)
Eugene Chiaramonte, Jr., President and CEO
The Auxer Group, Inc.
12 Andrews Drive
West Paterson, New Jersey 07424
(Name and address of agent for service)
(973) 890-4925
copies to:
Richard I. Anslow & Associates
4400 Route 9, 2nd Floor
Freehold, NJ 07728
(732) 409-1212
Approximate date of commencement of proposed sale
to the public: Upon the effective date of this
Registration Statement.
If any of the securities being registered on this
Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only
in connection with dividend or interest
reinvestment plans, check the following line: []
If this Form is filed to register additional
securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the
following box and list the Securities Act
registration statement number of the earlier
effective registration statement for the same
offering. [ ]
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act,
please check the following box and list the
Securities Act registration statement number of
the earlier effective registration statement for
the same offering. [ ]
If delivery of the prospectus is expected to be
made pursuant to Rule 434, please check the
following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
| Title of
Securities to be registered |
Amount
to be registered |
Proposed
maximum offering price per share (1)(2) |
Proposed maximum
aggregate offering price |
Amount of
registration fee (1) |
| Common
Stock, $.001 par value |
17,500,000 (3) | $0.078 | $1,365,000 | $360.36 |
</TABLE>
(1) The fee with respect to these shares has
been calculated pursuant to Rules 457(h) and
457(c) under the Securities Act of 1933 and based
upon the average of the last price per share of
the Registrant's Common Stock on August 10, 2000,
a date within five (5) days prior to the date of
filing of this Registration Statement, as
reported by the OTC Electronic Bulletin Board.
(2) Estimated solely for the purpose of
calculating the registration fee.
(3) This Registration Statement covers
17,500,000 shares of the Company's Common Stock
issued to Mark Neuhaus. The Company previously
registered shares for Mr. Neuhaus under an S-8
Registration Statement filed on May 25, 2000.
Exhibit 4.1 of this Registration Statement is an
amended consulting agreement between Mr. Neuhaus
and the Company and includes issuance of the
17,500,000 shares being registered herein.
Documents Incorporated by Reference X Yes No
PART II
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by
reference in this Registration Statement and made
a part hereof:
(a) General Form For Registration of
Securities of Small Business issuer on Form 10-SB
and all Exhibits thereto filed pursuant to
Section 12(g) of the Exchange Act of 1934, as
amended (the "1934 Act") (File No. 000-30440);
(b) The Company's Quarterly Report on Form 10-
QSB for the quarter ended March 31, 2000 filed
pursuant to Section 15(d) of the 1934 Act.
(c) All other documents filed by the Company
after the date of this Registration Statement
under Section 13(a), 13(c), 14 and 15(d) of the
1934 Act, after the date hereof and prior to the
filing of a post-effective amendment to the
Registration Statement which indicates that all
securities offered have been sold or which
deregisters all securities then remaining 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 Directors and
Officers.
The Certificate of Incorporation and By-laws of
the Company provide that the Company shall
indemnify to the fullest permitted by Delaware
law any person whom it may indemnify thereunder,
including directors, officers, employees and
agents of the Company. Such indemnification
(other than as ordered by a court) shall be made
by the Company only upon a determination that
indemnification is proper in the circumstances
because the individual met the applicable
standard of conduct i.e., such person acted in
good faith and in a manner he reasonably believed
to be in or not opposed to the best interest of
the Company. Advances for such indemnification
may be made pending such determination. Such
determination shall be made by a majority vote of
a quorum consisting of disinterested directors,
or by independent legal counsel or by the
stockholders. In addition, the Certificate of
Incorporation provides for the elimination, to
the extent permitted by Delaware law, of personal
liability of directors to the Company and its
stockholders for monetary damages for breach of
fiduciary duty as directors.
The Company has also agreed to indemnify each
director and executive officer pursuant to an
Indemnification Agreement with each such director
and executive officer from and against any and
all expenses, losses, claims, damages and
liability incurred by such director or executive
officer for or as a result of action taken or not
taken while such director or executive officer
was acting in his capacity as a director,
officer, employee or agent of the Company. The
obligations of the Company for indemnification is
limited to the extent provided in the Delaware
Business Corporation Act and is also limited in
situations where, among others, the indemnitee is
deliberately dishonest, gains any profit or
advantage to which he is not legally entitled or
is otherwise indemnified.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as
amended (the "1933 Act") may be permitted to
directors, officers and controlling persons of
the Company pursuant to the foregoing provisions,
or otherwise, the Company has been advised that
in the opinion of the Securities and Exchange
Commission such indemnification is against public
policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a
claim for indemnification against such
liabilities (other than the payment by the
Company of expenses incurred or paid by a
director, officer or controlling person of the
Company 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 Company
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 of whether such indemnification by it is
against public policy as expressed in the
Securities Act and will be governed by the final
adjudication of such issue.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Number Description
4.1 Consulting Agreement dated May 20, 2000 and
amended on August 3, 2000 between the Company and
Mark Neuhaus.
5.1 Consent and Opinion of Richard I. Anslow &
Associates.
23.1 Consent of Edelman and Kalosieh, Certified
Public Accountants, P.A.
Item 9. Undertakings.
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:
(a) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933.
(b) 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
(c) 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 (1)(a) and
(1)(b) do not apply if the Registration Statement
is on Form S-3 or Form S-8 and the information
required to be included in a post-effective
amendment by this paragraphs is contained in
periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any
liability under the 1933 Act, 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 from registration by means of
a post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any
liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee
benefit plan's annual report pursuant to Section
15(d) of the 1934 Act) 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.
(5) 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 1934 Act; and,
where interim financial information required to
be presented by Item 310(b) of Registration S-B
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.
(6) To deliver or cause to be delivered with
the prospectus to each employee to whom the
prospectus is sent or given, a copy of the
Registrant's annual report to stockholders for
its last fiscal year, unless such employee
otherwise has received a copy of such report, in
which case the registration shall state in the
prospectus that it will promptly furnish, without
charge, a copy of such report on written request
of the employee. If the last fiscal year of the
Registrant has ended within 120 days prior to the
use of the prospectus, the annual report of the
Registrant for the preceding fiscal year may be
so delivered, but within such 120-day period the
annual report for the last fiscal year will be
furnished to each such employee.
(7) To transmit or cause to be transmitted to
all employees participating in the Plans who do
not otherwise receive such material as
stockholders of the Registrant, at the time and
in the manner such material is sent to its
stockholders, copies of all reports, proxy
statements and other communications distributed
to its stockholders generally.
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, there
unto duly authorized, in the Borough of West
Paterson, State of New Jersey, on August 11,
2000.
THE AUXER GROUP, INC.
BY:/s/ Euguen Chiaramonte, Jr.
Eugene Chiaramonte, Jr.
Chairman, Chief Executive
Officer and President
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been
signed below by the following persons on behalf
of the Registrant and in the capacities and on
the dates indicated.
Signatures Date
/s/ Eugene Chiaramonte, Jr. August 11, 2000
Eugene Chiaramonte, Jr.
Chairman, Chief Executive Officer and President
/s/ Ronald Shaver August 11, 2000
Ronald Shaver
Executive Vice President
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