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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NORSTAR GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Utah 59-1643698
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
6365 NW 6th Way, Suite 160
Fort Lauderdale, Florida 33309
(Address of Principal Executive Offices)
Consulting Agreement
(Full title of the plan)
Harry DiFrancesco, President
6365 NW 6th Way,
Suite 160, Fort Lauderdale, FL 33309
(Name and address of agent for service)
(954) 772-0240
(Telephone number, including area code, of agent for service)
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Copies to:
Jeffrey A. Rinde, Esq.
Bondy & Schloss LLP
6 East 43rd Street, 25th Floor
New York, New York 10017
Phone: (212) 661-3535
Fax: (212)972-1677
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Proposed Proposed
Securities Maximum Maximum
to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, 900,000 $0.245 $220,500 $58.21(2)
par value $.01 shares(1)
per share
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Common Stock, 850,000 $0.245 $208,250 $54.98(4)
par value $.01 shares(3)
per share
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TOTAL 1,750,000 $428,750 $113.19
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</TABLE>
(1) Represents 900,000 shares of Common Stock to be issued to certain
consultants as compensation for services rendered pursuant to their consulting
agreements.
(2) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act based upon the average of the
bid and asked price as of November 7, 2000.
(3) Common Stock issued to the Registrant's counsel for legal services rendered.
(4) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act based upon the average of the
bid and asked price as of November 7, 2000.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1). Such
documents need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in the
registration statement In Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
This Registration Statement on Form S-8 (the "Registration Statement") of
Norstar Group, Inc., a Utah corporation, (the "Registrant") covers 1,750,000
shares of the Registrant's common stock, par value $.01 per share ("Common
Stock").
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a) (i) The Registrant's Annual Report on Form 10-KSB filed on March 30,
2000.
(ii) The Registrant's Registration of Securities pursuant to Section
12(g) of the Act dated December 7, 1999.
(b) (i) Quarterly Report on Form 10-QSB filed on May 18, 2000 for the
quarter ended March 31, 2000.
(b) (ii) Quarterly Report on Form 10-QSB filed on August 14, 2000 for the
quarter ended June 30, 2000.
(c) The description of securities contained in the Registrant's
Registration of Securities pursuant to Section 12(g) of the Act
dated December 7, 1999.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities registered
hereby 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 the filing of such documents.
Any statement contained herein or 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 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
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Item 5. Interests of Named Experts and Counsel.
Bondy & Schloss LLP serves as general counsel to the Registrant and
currently owns 300,000 shares of Common Stock of the Registrant in addition to
the 250,000 shares of Common Stock that are being registered herein.
Item 6. Indemnification of Directors and Officers.
The Utah Business Corporation Act (the "UBCA"), in general, allows
corporations to indemnify their directors and officers against expenses actual
and reasonable incurred in connection with a proceeding, if the person acted in
good faith and in a manner the person reasonably believed to be in, or not
opposed to, the best interests of the corporation. In the case of a criminal
action or proceeding, the director or officer must have had no reasonable cause
to believe that the person's conduct was unlawful. A corporation may not
indemnify a director (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 not involving action in his official
capacity, in which proceeding he was adjudged liable on the basis that he
derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit No. Description
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4.1 Specimen Common Stock Certificate
5.1 * Opinion of Bondy & Schloss LLP as to the legality of the
securities being offered.
23 * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
23.2 * Consent of J.H. Cohn LLP.
23.3 * Awareness Letter of Independent Public Accountants
24 * Powers of Attorney (included on p. II-4 of this Registration
Statement).
99.1 *Consulting Agreement between the Registrant and Carolyn C.
O'Brien dated November 8, 2000.
99.2 *Consulting Agreement between the Registrant and Janet Smith
dated November 8, 2000.
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* Filed herewith.
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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 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; (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; and (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.
(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 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) 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 Securities 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Fort Lauderdale, Florida on the 9th day of November, 2000.
NORSTAR GROUP, INC.
By: /s/ Harry DiFrancesco
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Harry DiFrancesco, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 9th day of November, 2000.
Signature Title
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/s/ Harry DiFrancesco President and Chairman of the Board
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Harry DiFrancesco
/s/ Andrew S. Peck Vice President of Finance, Secretary and Director
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Andrew S. Peck
/s/ Maynard Neil Abogov Vice President of Sales Management and Director
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Maynard Neil Abogov
/s/ Jay Sanet Vice President of Corporate Development and
--------------------------- Director
Jay Sanet
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Harry DiFrancesco, his true and lawful
attorneys-in-fact and agent with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) of and supplements to
this Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, to all intents and purposes and as fully
as they might or could do in person, hereby ratifying and confirming all that
such attorneys-in-fact and agent, or his substitute, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed by the following persons in the
capacities indicated on the 9th day of November, 2000.
Signature Title
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/s/ Harry DiFrancesco President and Chairman of the Board
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Harry DiFrancesco
/s/ Andrew S. Peck Vice President of Finance, Secretary and Director
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Andrew S. Peck
/s/ Maynard Neil Abogov Vice President of Sales Management and Director
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Maynard Neil Abogov
/s/ Jay Sanet Vice President of Corporate Development and
--------------------------- Director
Jay Sanet
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EXHIBIT INDEX
Index and Description of Exhibits.
Exhibit No. Description
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4.1 Specimen Common Stock Certificate
5.1 * Opinion of Bondy & Schloss LLP as to the legality of the
securities being offered.
23 * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
23.2 * Consent of J.H. Cohn LLP.
23.3 * Awareness Letter of Independent Public Accountants
24 * Powers of Attorney (included on p. II-4 of this Registration
Statement).
99.1 *Consulting Agreement between the Registrant and Carolyn C.
O'Brien dated November 8, 2000.
99.2 *Consulting Agreement between the Registrant and Janet Smith
dated November 8, 2000.
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* Filed herewith.
