UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________________________
Commission file number 000-30519
MEGA MICRO TECHNOLOGIES GROUP
(Exact name of registrant as specified in charter)
__________________________________
Nevada 86-0287451
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2887 North Green Valley Pkwy, Suite 380
Henderson, Nevada 89014
(Address of Principal Executive Office) (Zip Code)
Retainer Agreement of Donald J. Stoecklein, Esq.
(Full title of the plan)
Employment Agreement of Thomas Embrogno
(Full title of the plan)
Employment Agreement of Robert Stander
(Full title of the plan)
(702) 260-0900
(Registrant's Telephone Number, Including Area Code)
Thomas Embrogno, Jr., President
2887 North Green Valley Pkwy, Suite 380
Henderson, Nevada 89014
(Name and Address of Agent for Service)
Copies to:
Donald J. Stoecklein, Esq.
402 W. Broadway, Suite 400
San Diego, CA 92101
(619) 595-4882
<TABLE>
Proposed Proposed
maximum maximum
Amount to Offering aggregate Amount of
Title of Securities to be price per offering registration
be registered registered share(2) price fee
<S> <C> <C> <C> <C>
Common Stock (1) 1,078,554 $0.26 $280,424 $70.11
</TABLE>
1 Represents up to 1,078,554 shares of common stock to be offered for
resale by the persons indicated in the prospectus included as part of this
Registration Statement, in addition to the additional shares offered herein.
2 Calculated in accordance with Rule 457(h)(1) using the 5-day average of
the bid and asked prices for the common stock on January 5, 2001.
<PAGE>
SUMMARY
This prospectus accompanies reoffers by employees and consultants of the
Company of shares of common stock received through the conversion of accrued
salaries and conversion of legal fees payable by the Company. The Company,
pursuant to the S-8 Registration, dated this same date, has registered
1,078,554 of the Company's common stock, which shares are to be issued
pursuant to the conversion of accrued salaries and conversion of legal fees
payable by the Company. The Company's principal offices are located at 2887
North Green Valley Pkwy, Suite 380, Henderson, Nevada, 89015, telephone
number (702) 260-0900.
This form S-8 contains forward-looking statements within the meaning of
the federal securities laws. These forward-looking statements are necessarily
based on certain assumptions and are subject to significant risks and
uncertainties. These forward-looking statements are based on management's
expectations as of the date hereof, and the Company does not undertake any
responsibility to update any of these statements in the future. Actual future
performance and results could differ from that contained in or suggested by
these forward-looking statements as a result of factors set forth in this
Form S-8 (including those sections hereof incorporated by reference from
other filings with the Securities and Exchange Commission), in particular as
set forth in "Business Risks" under Item 1 and set forth in the "Management's
Discussion and Analysis" under Item 2 in the Form 10QSB.
RISK FACTORS
The purchase of the securities offered in the prospectus is subject to risk.
Investors should evaluate these risk factors carefully.
Need for Additional Financing. The Company has been financed through the
sale of its common stock. In order to succeed the Company may require
additional capital for working capital and for marketing. There can be no
assurance that such financing will be available, when required, on acceptable
terms.
Markets Uncertain. Despite the business experience of the officers,
directors, and principal shareholders of the Company, and the Company's
products there can be no assurance that markets for the Company's products
will continue to be sizable enough to permit the Company to operate
profitably.
Reliance on Management. All decisions with respect to the management of the
Company will be made exclusively by its officers and directors. To a large
extent, the success of the Company will depend upon the quality of the
management provided by its officers and directors.
Dependence upon Key Personnel. The success of the Company will be largely
dependent on the personal efforts of key employees, officers, and directors,
who are responsible for the development of the business of the Company. If
any of the key employees, officers or directors should, for whatever the
reason, cease to serve the Company, the Company may find it difficult to find
replacements within a short time frame, and thus, the Company's ability to
meet its goals could be adversely affected.
Company Capitalization. To the extent that the funding may be insufficient to
meet expenses, the Company may be required to obtain the funds through
additional borrowings by raising funds through selling equity interests in
the Company. Management believes that operating profits can be generated,
but both the production of intellectual properties and any return to
Shareholders may take considerably longer than anticipated.
<PAGE>
PART I
Item 2.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document (s) containing the information specified in this
Part I will be sent 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 of Form S-8 (the "Registration Statement")
of Mega Micro Technologies Group, a Nevada Corporation, (the "Registrant")
cover 1,078,554 shares of the Registrant's common stock, par value $0.001 per
share ("Common Stock").
General
Mega Micro Technologies Group ("MMTG"), formerly Mirage Computers, Inc.,
is a holding company with two operating subsidiaries: wholly owned Mega
Micro, Inc. a California Corporation, and 80% owned Type2 Communications,
Inc. a Nevada Corporation. MMTG is in the business of acquiring and
developing a group of synergistic technology related companies, which will
share customer databases, administration and marketing costs. This is
projected to yield lower overhead per company and higher overall earnings.
The Company's principal executive offices are located at 2887 North
Green Valley Pkwy, Suite 380, Henderson, Nevada, 89014, telephone number
(702) 260-0900.
OFFERING SHAREHOLDERS
The following table lists the shares of Company common stock held by Donald
Stoecklein, Thomas Embrogno and Robert Stander in proposing to sell their
shares, the percentage held by each, and the shares currently proposed to be
reoffered by them pursuant to the Prospectus.
<TABLE>
Number of
Shares Percent Percent of
Currently New Shares Before Total After
Shareholder Owned Offered Offering Offering
<S> <C> <C> <C> <C>
Donald J. Stoecklein 471,775 461,538 3% 5%
Thomas Embrogno 697,878 299,708 4% 6%
Robert Stander 472,400 317,308 3% 4%
TOTAL 1,078,554
</TABLE>
(1) Includes interest held in other entities whereby Shareholder has a
controlling interest.
PART II
Item 3. Information with Respect to the Company
The prospectus is accompanied by the Company's latest 10QSB Quarterly
Reports filed subsequent thereto, for quarter ending September 30, 2000.
This Quarterly Report, as well as all other reports filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, are hereby incorporated by reference in this prospectus and may be
obtained upon the oral or written request of any person to the Company at
2887 North Green Valley Pkwy, Suite 380, Henderson, Nevada, 89015, telephone
number (702) 260-0900.
<PAGE>
Incorporation of Documents by Reference.
The registrant incorporates the following documents by reference in this
Registration Statement:
(a) The registrants Quarterly Report on Form 10-QSB for the quarter
ending March 30, 2000.
(b) The registrants Quarterly Report on Form 10-QSB for the quarter
ending June 30, 2000.
(c) The registrants Quarterly Report on Form 10-QSB for the quarter
ending September 30, 2000.
Item 4. Description of Securities
General
Common Stock
The Company's Articles of Incorporation authorizes the issuance of
50,000,000 shares of common stock, $0.001 par value per share, of which
16,918,193 shares were outstanding as of the date of this filing. Holders of
shares of common stock are entitled to one vote for each share on all matters
to be voted on by the stockholders and have no cumulative voting rights.
Holders of shares of common stock are entitled to share ratably in dividends,
if any, as may be declared, from time to time by the Board of Directors in
its discretion, from funds legally available therefore. In the event of a
liquidation, dissolution or winding up of the Company, the holders of shares
of common stock are entitled to share pro rata all assets remaining after
payment in full of all liabilities. Holders of common stock have no
preemptive rights to purchase the Company's common stock. There are no
conversion rights or redemption or sinking fund provisions with respect to
the common stock. All of the outstanding shares of common stock are validly
issued, fully paid and non-assessable.
Preferred Stock
The Company's Articles of Incorporation authorizes the issuance of
10,000,000 shares of preferred stock, $0.001 par value per share, of which no
shares were outstanding as of the date of this filing. The Preferred Stock
may be issued from time to time by the Board of Directors as shares of one or
more classes or series. Subject to the provisions of the Company's
Certificate of Incorporation and limitations imposed by law, the Board of
Directors is expressly authorized to adopt resolutions to issue the shares,
to fix the number of shares and to change the number of shares constituting
any series, and to provide for or change the voting powers, designations,
preferences and relative, participating, optional or other special rights,
qualifications, limitations or restrictions thereof, including dividend
rights (including whether dividends are cumulative), dividend rates, terms of
redemption (including sinking fund provisions), redemption prices, conversion
rights and liquidation preferences of the shares constituting any class or
series of the Preferred Stock, in each case without any further action or
vote by the stockholders.
One of the effects of undesignated Preferred Stock may be to enable the
Board of Directors to render more difficult or to discourage an attempt to
obtain control of the Company by means of a tender offer, proxy contest,
merger or otherwise, and thereby to protect the continuity of the Company's
management. The issuance of shares of Preferred Stock pursuant to the Board
of Director's authority described above may adversely affect the rights of
holders of common stock. For example, Preferred stock issued by the Company
may rank prior to the common Stock as to dividend rights, liquidation
preference or both, may have full or limited voting rights and may be
convertible into shares of common Stock. Accordingly, the issuance of shares
of preferred stock may discourage bids for the common Stock at a premium or
may otherwise adversely affect the market price of the common stock.
The Company has no plans to issue Preferred Stock.
Item 5. Interests of Named Experts and Counsel
The Company's legal counsel for securities matters, Donald J. Stoecklein
has received 461,538 shares of common stock for services rendered in lieu of
a cash payment which shares are being registered herein.
<PAGE>
Item 6. Indemnification
The Articles of Incorporation for the Company do contain provisions for
indemnification of the officers and directors; in addition, Section 78.751 of
the Nevada General Corporation Laws provides as follows:
78.751 Indemnification of officers, directors, employees and agents;
advance of expenses.
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or is or was 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 attorney's
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding if he acted
in good faith and in a manner which 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. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and that, with respect
to any criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was 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 amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or settlement of
the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense
of any claim, issue or matter therein, he must be indemnified by the
corporation against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by a
court or advanced pursuant to subsection 5, must be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made:
(a) By the stockholders:
(b) By the board of directors by majority vote of a quorum consisting o
directors who were not parties to act, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot to obtained, by independent legal counsel in a
written opinion; or
5. The articles of incorporation, the bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal, suit or proceeding must be paid by
the corporation as they are incurred and in advance of the final disposition
of the action, suit or proceeding, upon receipt of an undertaking by or on
<PAGE>
behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by corporation. The provisions of this subsection do not affect
any rights to advancement of expenses to which corporate personnel other than
the directors or officers may be entitled under any contract or otherwise by
law.
6. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles
of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except
that indemnification, unless ordered by a court pursuant to subsection 2 or
for the advancement of expenses made pursuant to subsection 5, may not be
made to or on behalf of any director or officer if a final adjudication
establishes that his act or omissions involved intentional misconduct, fraud
or a knowing violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
Item 7. Exemption From Registration Claimed.
All of the shares were exempt from the registration requirements of the
Securities Act of 1933 as amended by virtue of Section 4(2) thereof covering
transactions not involving any public offering or not involving any "offer"
or "sale".
Item 8. Exhibits.
5 Opinion of Donald J. Stoecklein, Attorney-at-law, regarding legality of
shares being issued (1).
__________________________________________
(1) Filed herewith.
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:
(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, including (but not limited to) any addition or election of a
managing underwriter.
(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 offered 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or 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
<PAGE>
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
referring 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by 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 that 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>
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 Las Vegas, State of Nevada, on this
8th day of January, 2001.
MEGA MICRO TECHNOLOGIES GROUP
By :/s/ Thomas Embrogno
Thomas Embrogno, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on January 10, 2001.
Signature Title Date
/s/ Thomas Embrogno President, January 10, 2001
Thomas Embrogno
/s/ David Steffety Secretary/ Treasurer January 10, 2001
David Steffey
<PAGE>
EXHIBIT 5
Opinion and Consent of
Donald J. Stoecklein
<PAGE>
ATTORNEY AT LAW Telephone (619) 595-4882
Facsimile (619) 595-4883
DONALD J. STOECKLEIN
Practice Limited to Federal Securities
----------------------------------------------------------------------
402 West Broadway, Suite 400, San Diego, California 92101
January 8, 2001
Mr. Thomas Embrogno
President
Mega Micro Technologies Group
2887 North Green Valley Pkwy, Suite 380
Henderson, NV 89014
RE: REGISTRATION STATEMENT ON FORM S-8
Dear Mr. Embrogno:
You have requested our opinion as to the legality of the registration by you,
Mega Micro Technologies Group (the "Corporation") of up to 1,078,554 shares
of Common Stock (the "shares") pursuant to a Registration Statement, dated
January 8, 2001, on Form S-8 (the "Registration Statement") to be filed on
January 9, 2001:
As your counsel we have reviewed and examined:
1. The Articles of Incorporation of the Corporation, as amended (the
"Articles");
2. The Bylaws of the Corporation, as certified by the Secretary of the
Corporation;
3. The Resolutions of the corporation authorizing the registration;
4. The minute book of the Corporation;
5. The registrants Form 8-K12G3 filed May 1, 2000
6. The registrants Quarterly Report on Form 10-QSB for the quarter ending
March 31, 2000
7. The registrants Quarterly Report on Form 10-QSB for the quarter ending
June 30, 2000
8. The registrants Quarterly Report on Form 10-QSB for the quarter ending
September 30, 2000.
9. The Retainer Agreement and Employment Agreements; and
10. Such other matters as we have deemed relevant in order to form our
opinion.
In giving our opinion, we have assumed without investigation the authenticity
of any document or instrument submitted to us as an original, the conformity
to the original of any document or instrument submitted to us as a copy, and
the genuineness of all signatures on such originals or copies.
Based upon the foregoing, and subject to the qualifications set forth below,
we are of the opinion that the Shares, if issued and sold as described in the
Registration Statement (provided that at least par value is paid for the
shares): (i) will have been duly authorized, legally issued, fully paid and
nonassessable, (ii) when issued will be a valid and binding obligation of the
corporation, and (iii) do not require a permit from any governmental agency.
Our opinion is subject to the qualification that no opinion is expressed
herein as to the application of the state securities or Blue-Sky laws.
<PAGE>
This Opinion is furnished by us as counsel to you and is solely for your
benefit. Neither this opinion nor copies hereof may be relied upon by,
delivered to, or quoted in whole or in part to any governmental agency or
other person without our prior written consent.
Notwithstanding the above, we consent to the use of our opinion in regards to
the Request to Transfer Agent for transfer of the above referred to shares.
Yours Very Truly,
/s/ Donald J. Stoecklein
Donald J. Stoecklein