<PAGE> 1
As filed with the Securities and Exchange Commission on February 5, 1998
Registration No. 33-________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PH Group Inc.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Ohio
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)
31-1202180
- --------------------------------------------------------------------------------
(I.R.S. Employer Identification No.)
2365 Scioto Harper Drive, Columbus, Ohio 43204
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1997 Stock Incentive Plan
- --------------------------------------------------------------------------------
(Full Title of the Plan)
Charles T. Sherman
President and Chief Executive Officer, PH Group Inc.
2365 Scioto Harper Drive, Columbus, Ohio 43204
- --------------------------------------------------------------------------------
(Name and Address of Agent For Service)
(614) 279-8877
- --------------------------------------------------------------------------------
Telephone Number, Including Area Code, of Agent For Service.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering registration fee
price(1)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, without par value 187,500 $ 3.75 $ 703,125 $207.42
=====================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to paragraphs (c) and (h) of Rule 457, based upon the average of
the bid and asked prices reported on the OTC Bulletin Board Service for
Common Shares on February 2, 1998.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below are incorporated by
reference in this registration statement; and all documents subsequently filed
by PH Group Inc., an Ohio corporation (the "Registrant") pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
filing of such documents.
(a) The Registrant's annual report on Form 10-KSB (Commission File
No. 0-8115) for the year ended December 31, 1996.
(b) The Registrant's Quarterly Reports on Form 10-QSB for the
quarters ended March 31, 1997, June 30, 1997, and September 30,
1997.
(c) The description of the Registrant's Common Shares contained in
Item 14 of the Registrant's Registration Statement on Form 10
(File No. 0-8115) filed under Section 12 of the Exchange Act
as amended by the Form 8-K filed by the Registrant on
February 4, 1998, and including any other amendment or report
filed for the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 1701.13 of the Ohio General Corporation Law ("Section 1701.13")
provides that an Ohio corporation may indemnify its directors and officers,
under certain circumstances, against expenses (including attorneys' fees) and
other liabilities actually and reasonably incurred by them as a result of any
suit brought against them in their capacity as a director or officer, if they
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, if they had no reasonable cause to believe their
conduct was unlawful. Section 1701.13 also provides that directors and officers
may also be indemnified against expenses (including attorneys' fees) incurred by
them in connection with a derivative suit if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification may be made without court
approval if such person was adjudged liable to the corporation.
Article VII of the Registrant's Articles of Incorporation, as amended,
requires the Registrant to indemnify its officers and directors to the fullest
extent not prohibited by law which indemnification may, in fact, exceed the
scope of the indemnity expressly authorized by Section 1701.13.
<PAGE> 3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following Exhibits are filed as part of this Registration
Statement:
(4) Instruments Defining the Rights of Security Holders.
4.1. See Articles III, IV, V and VI of the Articles of
Incorporation of the Registrant, as amended (Amended
and Restated for Exhibit purposes and incorporated by
reference to Exhibit 3.1 of Registrant's Quarterly Report on
Form 10-QSB for the quarterly period ended March 31, 1997
(Commission File No. 0-8115)).
4.2. See Article I, Sections 1(F), 2 and 3 of Article II, Article
IV and Sections 1 and 3 of Article V of the Company's Amended
and Restated Code of Regulations (incorporated by reference to
Exhibit 3.2 of Registrant's Quarterly Report on Form 10-QSB
for the quarterly period ended March 31, 1997 (Commission
File No. 0-8115)).
(5) Opinion re Legality.
5.1. Opinion of Arter & Hadden LLP as to the validity of the Common
Shares being registered hereunder.
(23) Consents of Experts and Counsel.
23.1. Consent of Greene & Wallace, Inc.
23.2. Consent of Arter & Hadden LLP is set forth as part of
Exhibit 5.1 above.
(24) Powers of Attorney.
24.1. Power of Attorney.
24.2. Certified copy of resolution of Registrant's Board of
Directors authorizing officers and directors signing on behalf
of the Registrant to sign pursuant to a power of attorney.
-2-
<PAGE> 4
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 or distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) 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 those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference 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.
(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.
(h) 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 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 Act and will
be governed by the final adjudication of such issue.
-3-
<PAGE> 5
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 Columbus, State of Ohio, on this 23rd day of January,
1998.
PH GROUP INC.
(Registrant)
By: /s/ Charles T. Sherman
---------------------------
Charles T. Sherman
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 23, 1998.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
CHARLES T. SHERMAN* Director, Chairman of the Board, President and Chief
- ------------------------ Executive Officer (principal executive and financial officer)
Charles T. Sherman
/s/ Kenneth P. Furlong Treasurer (controller or principal accounting officer)
- ------------------------
Kenneth P. Furlong
BOB BINSKY* Director
- ------------------------
Bob Binsky
ALIDA BREEN* Director
- ------------------------
Alida Breen
MICHAEL W. GARDNER* Director
- ------------------------
Michael W. Gardner
DAVID H. MONTGOMERY* Director
- ------------------------
David H. Montgomery
TERRY L. SANBORN* Director
- ------------------------
Terry L. Sanborn
</TABLE>
* Charles T. Sherman, by signing his name hereto, does sign this document on
behalf of the persons indicated above pursuant to a Power of Attorney duly
executed by such person.
By: /s/ Charles T. Sherman
------------------------------------
Charles T. Sherman, Attorney-in-Fact
-4-
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE NUMBER IN
SEQUENTIALLY
NUMBERED COPY
<S> <C> <C>
4.1. See Articles III, IV, V and VI of the Articles of Incorporation
of the Registrant, as amended (Amended and Restated for Exhibit
purposes and incorporated by reference to Exhibit 3.1 of
Registrant's Quarterly Report on Form 10-QSB for the quarterly
period ended March 31, 1997 (Commission File No. 0-8115)). *
4.2. See Article I, Sections 1(F), 2 and 3 of Article II, Article IV and
Sections 1 and 3 of Article V of the Company's Amended and Restated
Code of Regulations (incorporated by reference to Exhibit 3.2 of
Registrant's Quarterly Report on Form 10-QSB for the quarterly period
ended March 31, 1997 (Commission File No. 0-8115)). *
5.1. Opinion of Arter & Hadden LLP as to the validity of the Common Shares being registered
hereunder. 7
23.1. Consent of Greene & Wallace, Inc. 8
23.2. Consent of Arter & Hadden LLP is set forth as part of Exhibit 5.1 above.
24.1. Power of Attorney. 9
24.2. Certified copy of resolution of Registrant's Board of Directors authorizing officers
and directors signing on behalf of the Registrant to sign pursuant to a power of
attorney. 10
</TABLE>
* Incorporated by reference.
<PAGE> 1
EXHIBIT 5.1
ARTER & HADDEN LLP
One Columbus
10 West Broad Street
Columbus, Ohio 43215-3422
February 4, 1998
PH Group Inc.
2365 Scioto Harper Drive
Columbus, Ohio 43205
Gentlemen:
As special corporate legal counsel for PH Group Inc., an Ohio corporation
(the "Company"), we are familiar with the Registration Statement on Form S-8,
referred to herein as the "Registration Statement" to be filed on or about
February 5, 1998 by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, with respect to
187,500 of the Company's Common Shares, without par value (the "Shares")
issuable pursuant to the PH Group Inc. 1997 Stock Incentive Plan effective
January 28, 1997 (the "Plan").
In connection with the foregoing, we have examined (a) the Articles of
Incorporation and the Code of Regulations of the Company, each as amended to
date, (b) the Plan, and (c) such records of the corporate proceedings of the
Company and such other documents as we deemed necessary to render this opinion.
Based upon such examination, we are of the opinion that the Shares have
been duly authorized and when issued and delivered against payment therefor
pursuant to the Plan and in the manner contemplated by the Plan will be validly
issued, fully paid and nonassessable.
We hereby bring to your attention that our legal opinions are an expression
of professional judgment and not a guarantee of a result. This opinion is
rendered as of the date hereof, and we undertake no, and hereby disclaim any,
obligation to advise you of any changes or new developments that might affect
any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Arter & Hadden
ARTER & HADDEN LLP
<PAGE> 1
EXHIBIT 23.1
[LETTERHEAD OF GREENE & WALLACE, INC.]
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
PH Group, Inc. on Form S-8 of our report dated February 7, 1997 appearing in the
Annual Report on Form 10-KSB of Resource General Corporation (subsequently
renamed PH Group, Inc.) for the year ended December 31, 1996.
GREENE & WALLACE, INC.
/s/ Greene & Wallace, Inc.
Columbus, Ohio
December 22, 1998
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
OFFICERS AND DIRECTORS OF
PH GROUP INC.
KNOW ALL MEN BY THESE PRESENTS: That each person whose signature appears
below has made, constituted and appointed, and by this instrument does make,
constitute and appoint Charles T. Sherman, their true and lawful attorney, with
full power of substitution and resubstitution, to affix for them and in their
name, place and stead, as attorney-in-fact, their signature as director or
officer, or both, of PH Group Inc., an Ohio corporation (the "Company"), to a
Registration Statement on Form S-8 or any other form that may be used from time
to time, with respect to the issuance and sale of its Common Shares and other
securities pursuant to the PH Group Inc. 1997 Stock Incentive Plan, and to any
and all amendments, post-effective amendments and exhibits to that Registration
Statement, and to any and all applications and other documents pertaining
thereto, giving and granting to such attorney-in-fact full power and authority
to do and perform every act and thing whatsoever necessary to be done in the
premises, as fully as they might or could do if personally present, and hereby
ratifying and confirming all that such attorney-in-fact or any such substitute
shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed this 22nd day of
July, 1997.
/s/ Bob Binsky /s/ David H. Montgomery
- --------------------------- ---------------------------
Bob Binsky David H. Montgomery
/s/ Alida L. Breen /s/Terry L. Sanborn
- --------------------------- ---------------------------
Alida L. Breen Terry L. Sanborn
/s/ Michael W. Gardner
- ---------------------------
Michael W. Gardner
<PAGE> 1
EXHIBIT 24.2
CERTIFICATE
I, Missy Jacob, do hereby certify that I am the duly elected, qualified and
acting Assistant Secretary of PH Group Inc., an Ohio corporation (the
"Corporation"). I further certify that:
1. As to matters set forth in this Certificate, I have personal knowledge
or have obtained information from officers or employees of the Corporation in
whom I have confidence and whose duties require them to have personal knowledge
from the records of the Corporation.
2. Following is a true and correct copy of a resolution duly adopted by the
Board of Directors of the Corporation in an action in writing without meeting as
of December 15, 1997, and that said resolution has not been amended, modified,
or rescinded and is in full force and effect:
RESOLVED, that each officer and director who may be required to execute a
Registration Statement on Form S-8 (whether on behalf of the Company or as
an officer or director thereof or otherwise) or any amendment or supplement
thereto be, and each of them hereby is, authorized to execute a power of
attorney appointing Charles T. Sherman, his or her true and lawful attorney
and agent to execute in his or her name, place and stead (in any such
capacity) the Registration Statement and all instruments or reports
necessary or in connection therewith, and to file the same with the
Securities and Exchange Commission, with full power and authority to do and
to perform in the name and on behalf of each of said officers and
directors, or both, as the case may be, every act which is necessary or
advisable to be done as fully, and to all intents and purposes, as any such
officer or director might or could do in person;
IN WITNESS WHEREOF, I have executed this certificate as of
January 23, 1998.
PH GROUP INC.
By: /s/ Missy Jacob
--------------------------------
Missy Jacob, Assistant Secretary
