SECURITIES AND EXCHANGE COMMISSIOND
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Trimfast Group, Inc.
(Exact name of registrant as specified in its charter)
Nevada 88-0367136
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
777 S. Harbour Island Blvd., Suite 260, Tampa, Florida 33062
(Address of Principal Executive Offices) (Zip Code)
Consulting Services Plan
(Full title of the plan)
Jeffrey Klein
23123 State Road 7, Suite 350B
Boca Raton, Florida 33428
(Name and address of agent for service)
(561) 470-9010
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
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Title of Class of Amount Offering Proposed Maximum Amount of
Securities to be to Be Price per Aggregate Offering Registration
Registered Registered Unit Price (1) Fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value 10,000 $4.0625 $40,625 $11.29
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Total Registration Fee -- -- -- $11.29
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</TABLE>
(1) Computed pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee and
not as a representation as to any actual proposed price. The offering
price per unit, maximum aggregate offering price and registration fee is
based upon the average of the high and the low price in the market for the
common stock on November 18, 1999.
<PAGE>
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1), the information required by Part 1 is included in
documents sent or given to each employee of Trimfast Group, Inc., a Nevada
corporation ("Company").
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this Registration
Statement and made a part hereof:
(a) The registrant's latest Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1999, filed under Section 13(a) or 15(d) of Securities
Act of 1934, as amended (the "Exchange Act"), as well as the registrant's
Form 8-Ks filed on November 2, 1999 and November 9, 1999.
(b) All other reports which may be filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the registrant document referred to in (a) immediately above.
(c) The registrant's Form 10-SB, specifically including the description of the
registrant's class of securities registered in the Form 10-SB, as amended,
which was effective under the Exchange Act as of September 10, 1999. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposed 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 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.
The class of securities to be offered hereby has been registered on a Form 10-SB
filed on July 12, 1999 under Section 12 of the Exchange Act by the registrant,
and incorporated by reference.
Item 5. Interests of Named Experts and Counsel.
The Law Office of Brenda Lee Hamilton P.A. has rendered legal services and
prepared Form S-8. Such office is located at 555 S. Federal Suite 400, Boca
Raton, Florida 33432
Weinberg & Co., P.A. consent to the incorporation by reference of their report
on the audited financial statements contained in the Form 10-SB filed on July
12, 1999.
Item 6. Indemnification of Directors and Officers.
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We shall indemnify to the fullest extent permitted by, and in the manner
permissible under the laws of the State of Nevada, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer, or served any other enterprise as director, officer or
employee at our request. The Board of Directors, in its discretion, shall have
the power on our behalf to indemnify any person, other than a director or
officer, made a party to any action, suit or proceeding by reason of the fact
that he/she is or was an employee.
Section 78.7502 of the Nevada Revised Statutes ("NRS") provides that Nevada
corporations may limit, through indemnification, the personal liability of their
directors or officers in actions, claims or proceedings brought against such
person by reason of that person's current or former status as an officer or
director of the corporation. We may indemnify our directors or officers if the
person acted in good faith and in a manner the person reasonably believed was,
at least, not opposed to the best interests of the corporation. In the event of
a criminal action or proceeding, indemnification is not available if the person
had reasonable cause to believe their action was unlawful.
Further, in an action brought by us or in our right, if the person, after
exhaustion of all appeals, is found to be liable to us, or if the person makes
payment to us in settlement of the action, indemnification is available only to
the extent a court of competent jurisdiction determines the person is fairly and
reasonably entitled to indemnification. Such discretionary indemnification is
available only as authorized on a case-by-case basis by: (1) the stockholders;
(2) a majority of a quorum of the Board of Directors consisting of members of
the Board who were not parties to the action, suit or proceeding; (3) if a
majority of a quorum of the Board of Directors consisting of members of the
board who were not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or (4) if a quorum of the Board
of Directors consisting of members of the Board who were not parties to the
action cannot be obtained, by independent legal counsel in a written opinion.
To the extent that our director or officer is successful in defending against an
action, suit or proceeding brought against that person as a result of their
current or former status as an officer or director, we must indemnify the person
against all expenses actually and reasonably incurred by the person in
connection with their defense. Nevada law also allows Nevada corporations to
advance expenses of officers and directors incurred in defending a civil or
criminal action as they are incurred, upon receipt of an undertaking by or on
behalf of the director or officer to repay such expenses if it is ultimately
determined by a court of competent jurisdiction that such officer or director is
not entitled to be indemnified by the corporation because such officer or
director did not act in good faith and in a manner reasonably believed to be in
or not opposed to the best interests of the corporation.
Section 78.751 of the NRS provides that any indemnification provided for by NRS
78.7502 (by court order or otherwise) shall not be deemed exclusive of any other
rights to which the indemnified party may be entitled and that the scope of
indemnification shall continue as to directors or officers who have ceased to
hold such positions and to their heirs, executors and administrators.
Section 78.752 of the NRS allows corporations to provide insurance, or other
financial arrangements
<PAGE>
such as a program of self-insurance, for their directors or officers. Such
insurance may provide coverage for any liability asserted against the person and
liability and expenses incurred by the person in their capacity as a director or
officer or arising out of their status as such, whether or not the corporation
has the authority to indemnify the person against such liability and expenses.
However, no financial arrangement made under Section 78.752 may provide
protection for a person adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable for intentional misconduct,
fraud or a knowing violation of law, except with respect to the advancement of
expenses or indemnification ordered by a court.
Our By-laws provide for the indemnification of its directors and officers to the
maximum extent provided by law. It is the position of the SEC and certain state
securities administrators that any attempt to limit the liability of persons
controlling an issuer under the federal securities laws or state securities laws
is contrary to public policy and therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Consultants and Advisors.
The following consultant will be issued securities pursuant to this Registration
Statement.
Name Number Type of Services Provided
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Brenda Lee Hamilton 10,000 shares Legal Services
Item 9. Exhibits.
See Exhibit Index and Exhibits attached hereto.
Item 10. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement; and notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in the volume and price represent no more
than twenty percent (20%) change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
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(iii) Include any additional or changed material information on the plan
of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the small business issuer under Rule 424(b)(1), or
(4) or 497(h) under the Securities Act as part of this registration
statement as of the time Commission declared it effective.
(4) For determining any liability under the Securities Act, treat each
post-effective amendment as a new registration statement for the
securities offered, and the offering of the securities at that time to be
the initial bona fide offering.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Act"), 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 in 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 Securities
Act and will be governed by the final adjudication of such issue.
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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tampa, State of Florida, on November 22, 1999.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated:
Trimfast Group, Inc.
/s/ Michael Muzio
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By: Michael Muzio, President and Chief Executive Officer
777 South Harbour Island Boulevard, Suite 260
Tampa, Florida 33602
Telephone: (813)275-0050
Facsimile: (813)275-0051
<PAGE>
EXHIBITS TO
FORM S-8
EXHIBIT INDEX
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Exhibit # Exhibit Item Page
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3.1 Articles of Incorporation (Incorporated by Reference, --
Form 10-SB)
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3.2 Bylaws (Incorporated by Reference, Form 10-SB) --
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5 Opinion Re: Legality and Consent E-1
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15 Letter of Consent Unaudited Financial Information E-3
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23 Consent of Experts E-4
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CONSENTS OF EXPERTS AND COUNSEL
THE LAW OFFICE OF BRENDA LEE HAMILTON
555 South Federal Suite 400f
Boca Raton, Florida 33432
Phone: 561-416-8956
Facsimile: 561-416-2855
November 22, 1999
TRIMFAST GROUP, INC.
Attn: Michael Muzio, President
777 South Harbour Island Blvd., Suite 260
Tampa, Florida 33062
RE: SEC Registration Statement on Form S-8
Dear Sir/Madam:
This firm (the "Firm") has been engaged as counsel for Trimfast Group, Inc., a
Nevada corporation (the "Company"), in connection with its proposed offering
under the Securities Act of 1933, as amended (the "Act"), of ten thousand
(10,000) shares of its common stock which are to be issued under a plan for
consulting services by the Company, by a filing of a Registration Statement
under Form S-8 to which this opinion is a part, to be filed with the Securities
and Exchange Commission (the "Commission"). In connection with rendering the
opinion as set forth below, the Firm has reviewed and examined originals or
copies of the following:
1. Articles of Incorporation of the Company, and any amendments, as filed
with the Secretary of State of Nevada;
2. By-Laws of the Company
3. Written Consent or Minutes of a Meeting of the Board of Directors on or
about November 22, 1999, authorizing the Consultant Services Plan (the
"Plan") with certain consultants and certain other matters;
3. Consulting Services Plan by the Company dated November 22, 1999; and
4. The Company's Registration Statement on Form S-8 and exhibits thereto as
filed with the Commission.
In our examination, we have assumed the genuineness of all signatures, the legal
capacity of all persons, the authenticity of all documents submitted to the Firm
as originals, the conformity with the
<PAGE>
original documents of all documents submitted to the Firm as certified or
photostatic copies, and the authenticity of the originals of such copies and the
truth of all information supplied us.
We have further assumed, among other things, that the recipient of the Shares
will have completed the required services, and/or provided considerations
required acceptable to the Board of Directors and in compliance with Form S-8
and that any Shares to be issued will have been registered in accordance with
the Act, absent the application of an exemption from registration, prior to the
issuance of such Shares. We have not independently investigated or verified any
matter, assumption, or representation.
Based upon the foregoing and in reliance thereof, it is our opinion that,
subject to the limitations set forth herein, the Shares to be issued will be
duly and validly authorized, legally issued, fully paid and non-assessable. This
opinion is expressly limited in scope to the Shares enumerated herein which are
to be expressly covered by the referenced Registration Statement and does not
cover subsequent issuances of shares, pertaining to services to be performed in
the future (such transactions are required to be included in either a new
registration Statement or a Post-Effective Amendment to the Registration
Statement including updated opinions).
This opinion is limited. We consent to you filing this opinion with the
Commission as an exhibit to the Registration Statement on Form S-8. This opinion
is not to be used, circulated, quoted or otherwise referred to for any other
purpose without our prior written consent. This opinion is based upon our
assumptions as to application of the law and facts as of the date hereof. We
assume no duty to communicate with you with respect to any matters, which may
come to our attention hereafter.
Sincerely yours,
/S/ KRISTEN THOMAS
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KRISTEN THOMAS
LETTER OF CONSENT
RE: UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION
We hereby consent to the incorporation by reference of our report as of
September 30, 1999 relating to the unaudited condensed consolidated interim
financial statements of Trimfast Group, Inc. that are included in the Form 10-Q
for the quarter ended September 30, 1999, in the November 22, 1999 filing of
Trimfast Group, Inc. on Form S-8.
/S/ John Troy
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By: John Troy, CPA
777 South Harbour Island Boulevard, Suite 260
Tampa, Florida 33602
Telephone: (813) 275-0050
Facsimile: (813) 275-0051
Exhibit 23
Consent of Expert
We hereby consent to the incorporation by reference in the November 22, 1999
Form S-8 of Trimfast Group, Inc. our reports for the year ended December 31,
1998 and period ended December 31, 1997 dated June 10, 1999 relating to the
financial statements of Trimfast Group, Inc. and Subsidiaries which reports
appears in the Form 10-SB of Trimfast Group, Inc. These reports are currently
being amended for inclusion in an amended Form 10-SB to be filed by Trimfast
Group, Inc.
/s/ Weinberg & Co.
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Weinberg & Co., P.A.
6100 Glades Road, Suite 314
Boca Raton, Florida 33434
Telephone: (561) 487-5765
Facsimile: (561) 487-5766
