<PAGE> 1
As filed with the Securities and Exchange Commission on February 20, 1998
Registration No. 333-___________
===============================================================================
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
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(State or Other Jurisdiction of Incorporation or Organization)
31-1202180
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(I.R.S. Employer Identification No.)
2365 Scioto Harper Drive, Columbus, Ohio 43204
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(Address of Principal Executive Offices) (Zip Code)
PH Group Inc. Employee Stock Purchase Plan
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(Full Title of the Plan)
Kenneth J. Warren, Esq.,
5920 Cromdale Drive, Suite 1, Dublin, Ohio 43017
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(Name and Address of Agent For Service)
614-766-1960
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Telephone Number, Including Area Code, of Agent For Service.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share* offering price* registration fee
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, without par value 250,000 $3.12 $780,000 $230
======================================================================================================================
</TABLE>
* The proposed maximum offering price per share of $3.00 is based upon the
average of the bid and asked prices on the Electronic Bulletin Board on
February 17, 1998 pursuant to paragraph (c) and (h) of Rule 457.
<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 latest Annual Report on Form 10-KSB (Commission
File No. 0-8115), filed pursuant to Section 13(a) of the
Exchange Act.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
Registrant's annual report referred to in (a) above.
(c) The description of the Registrant's Common Shares contained in
the Registrant's Current Report on Form 8-K, dated February 4,
1998 (Commission File No. 0-8115), including any 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.
The validity of the Common Shares of the Registrant will be passed upon
for the Registrant by Kenneth J. Warren, Esq., Dublin, Ohio. Mr. Warren, by
reason of his being a member of Phoenix Management, Ltd., has a pecuniary
interest of 3.167% (9,816 shares) in the Common Shares of which Phoenix is the
beneficial owner; has options to purchase 7,500 Common Shares of Registrant; and
is the Secretary of Registrant.
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 Amended 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
<PAGE> 3
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 Amended and Restated
Articles of Incorporation of the Registrant (reflecting the
Registrant's Amended Articles of Incorporation and all
amendments thereto) (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 (reflecting the Registrant's
Code of Regulations and all amendments thereto) (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 Kenneth J. Warren, Esq. 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 Kenneth J. Warren, Esq. is set forth as part of
Exhibit 5.1 above.
(24) Powers of Attorney.
24.1. Powers 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.
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 of 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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
-2-
<PAGE> 4
(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.
(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 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 therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(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 19th day of
February, 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 February 19, 1998.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
CHARLES T. SHERMAN* Director, Chairman of the Board, President and Chief
- --------------------------- Executive Officer (principal executive and financial
Charles T. Sherman officer)
KENNETH P. FURLONG* Treasurer (principal accounting officer)
- ---------------------------
Kenneth P. Furlong
Director
- ---------------------------
Bob Binsky
ALIDA BREEN* Director
- ---------------------------
Alida Breen
MICHAEL W. GARDNER* Director
- ---------------------------
Michael W. Gardner
DAVID H. MONTGOMERY* Director
- ---------------------------
David H. Montgomery
TERRY SANBORN* Director
- ---------------------------
Terry Sanborn
</TABLE>
*Charles T. Sherman, by signing his name hereto, does sign this document on
behalf of the person 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 IN
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION COPY
<S> <C> <C>
4.1. See Articles III, IV and V of the Amended and Restated Articles *
of Incorporation of Registrant (reflecting the Registrant's
Amended Articles of Incorporation and all amendments thereto)
(incorporated by reference to Exhibit 3.1 of Registrant's
Quarterly Report on Form 10-QSB for the quarterly period ended
March 31, 1997 (the "Form 10-QSB")).
4.2. See Article I, Section 1(F), 2 and 3 of Article II, Article IV *
and Sections 1 and 3 of Article V of the Amended and Restated
Code of Regulations of Registrant (reflecting the Registrant's
Code of Regulations and all amendments thereto) (incorporated by
reference to Exhibit 3.2 of the Form 10-QSB).
5.1. Opinion of Kenneth J. Warren, Esq., as to the validity of the Common 7
Shares being registered hereunder.
23.1. Consent of Greene & Wallace, Inc. 9
23.2. Consent of Kenneth J. Warren, Esq., is set forth as part of Exhibit
5.1 above.
24.1. Powers of Attorney. 10
24.2. Certified copy of resolution of Registrant's Board of Directors authorizing 16
officers and directors signing on behalf of the Registrant to sign pursuant to a
power of attorney.
</TABLE>
* Incorporated by reference
<PAGE> 1
EXHIBIT 5.1
LAW OFFICES OF
KENNETH J. WARREN
5920 CROMDALE DRIVE, SUITE 1 o DUBLIN, OHIO 43017
(614) 766-1960 o FAX (614) 766-1974
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February 18, 1998
PH Group Inc.
2365 Scioto Harper Drive
Columbus, Ohio 43204
Gentlemen:
You have requested my opinion in connection with the issuance of up to
250,000 Common Shares, without par value (the "Common Shares") of PH Group Inc.,
an Ohio corporation (the "Company"), under the PH Group Inc.
Employee Stock Purchase Plan (the "Plan").
I have examined and relied upon the following documents and instruments
for the purpose of giving this opinion which, to my knowledge and in my
judgment, are all of the documents and instruments that are necessary for me to
examine for such purpose.
i. The corporate minute books of the Company, including copies of the
Company's Amended Articles of Incorporation, as amended and Code of Regulations,
as amended.
ii. The Plan; and
iii. A Certificate of an officer of the Company as to certain factual
matters (the "Officer's Certificate").
Whenever I have asserted knowledge in giving my opinion on any matter
which involves a question of fact, my knowledge is the result of the examination
of the data contained in the corporate minute books of the Company, information
contained in the Officer's Certificate and such other matters regarding the
Company as have come to my attention from time to time.
In giving my opinion, I have assumed, without investigation, the
authenticity of any document or instrument submitted to me as an original, the
conformity to the authentic original of any document or instrument submitted to
me as a certified, conformed or photostatic copy, the genuineness of all
signatures on such originals or copies and the authority and capacity of each
signatory.
Based upon the foregoing, I am of the opinion that when the Common
Shares issuable under the Plan have been duly issued and delivered against
payment therefor in accordance with the terms of the Plan, they will be validly
issued, fully paid and nonassessable, assuming compliance with applicable
federal and state securities laws.
<PAGE> 2
PH Group Inc.
February 18, 1998
Page Two
The opinion set forth above is subject to the following qualifications:
A. No opinion is expressed herein as to the application of any state
securities or Blue Sky laws.
B. I am qualified to practice law in the State of Ohio, and nothing
contained herein shall be deemed to be an opinion as to any law other than the
General Corporation Law of the State of Ohio and the federal law of the United
States.
C. The opinion set forth herein is expressed as of the date hereof, and
I do not have any obligation to advise you of any changes, after the date
hereof, in the facts or the law upon which this opinion is based.
D. I consent to the reference to my name under the caption "Interests
of Named Experts and Counsel" in the Registration Statement on Form S-8 filed
with the Securities and Exchange Commission to register the Common Shares
issuable under the Plan and to the use of my opinion as an exhibit to the
Registration Statement. In giving these consents, I do not admit that I come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Kenneth J. Warren
Enclosure
DS:nil
<PAGE> 1
Exhibit 23.1
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
February 10, 1998
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned who is a director or officer of PH Group Inc., an Ohio
corporation (the "Company");
Does hereby constitute and appoint Charles T. Sherman to be his agent and
attorney-in-fact;
With the power to act fully hereunder and with full power of substitution to
act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities pursuant to the PH Group
Inc. Employee Stock Purchase Plan; and
To execute and deliver any instruments, certificates or other documents which
he shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
The agent named above is hereby empowered to determine in his discretion the
times when, the purposes for which, and the names in which, any power
conferred upon him herein shall be exercised and the terms and conditions
of any instrument, certificate or document which may be executed by him
pursuant to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be
governed by those laws of the State of Ohio that apply to instruments
negotiated, executed, delivered and performed solely within the State of
Ohio.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 6th day of
February, 1998.
/s/ TERRY SANBORN
------------------------
Terry Sanborn
<PAGE> 2
POWER OF ATTORNEY
The undersigned who is a director or officer of PH Group Inc., an Ohio
corporation (the "Company");
Does hereby constitute and appoint Charles T. Sherman to be his agent and
attorney-in-fact;
With the power to act fully hereunder and with full power of substitution to
act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities pursuant to the PH Group
Inc. Employee Stock Purchase Plan; and
To execute and deliver any instruments, certificates or other documents which
he shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
The agent named above is hereby empowered to determine in his discretion the
times when, the purposes for which, and the names in which, any power
conferred upon him herein shall be exercised and the terms and conditions
of any instrument, certificate or document which may be executed by him
pursuant to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be
governed by those laws of the State of Ohio that apply to instruments
negotiated, executed, delivered and performed solely within the State of
Ohio.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 9th day of
February, 1998.
/s/ ALIDA BREEN
-------------------------
Alida Breen
<PAGE> 3
POWER OF ATTORNEY
The undersigned who is a director or officer of PH Group Inc., an Ohio
corporation (the "Company");
Does hereby constitute and appoint Charles T. Sherman to be his agent and
attorney-in-fact;
With the power to act fully hereunder and with full power of substitution to
act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities pursuant to the PH Group
Inc. Employee Stock Purchase Plan; and
To execute and deliver any instruments, certificates or other documents which
he shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
The agent named above is hereby empowered to determine in his discretion the
times when, the purposes for which, and the names in which, any power
conferred upon him herein shall be exercised and the terms and conditions
of any instrument, certificate or document which may be executed by him
pursuant to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be
governed by those laws of the State of Ohio that apply to instruments
negotiated, executed, delivered and performed solely within the State of
Ohio.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 9th day of
February, 1998.
/s/ MICHAEL W. GARDNER
----------------------------
Michael W. Gardner
<PAGE> 4
POWER OF ATTORNEY
The undersigned who is a director or officer of PH Group Inc., an Ohio
corporation (the "Company");
Does hereby constitute and appoint Charles T. Sherman to be his agent and
attorney-in-fact;
With the power to act fully hereunder and with full power of substitution to
act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities pursuant to the PH Group
Inc. Employee Stock Purchase Plan; and
To execute and deliver any instruments, certificates or other documents which
he shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
The agent named above is hereby empowered to determine in his discretion the
times when, the purposes for which, and the names in which, any power
conferred upon him herein shall be exercised and the terms and conditions
of any instrument, certificate or document which may be executed by him
pursuant to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be
governed by those laws of the State of Ohio that apply to instruments
negotiated, executed, delivered and performed solely within the State of
Ohio.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 9th day of
February, 1998.
/s/ KENNETH P. FURLONG
----------------------------
Kenneth P. Furlong
<PAGE> 5
POWER OF ATTORNEY
The undersigned who is a director or officer of PH Group Inc., an Ohio
corporation (the "Company");
Does hereby constitute and appoint Charles T. Sherman to be his agent and
attorney-in-fact;
With the power to act fully hereunder and with full power of substitution to
act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities pursuant to the PH Group
Inc. Employee Stock Purchase Plan; and
To execute and deliver any instruments, certificates or other documents which
he shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
The agent named above is hereby empowered to determine in his discretion the
times when, the purposes for which, and the names in which, any power
conferred upon him herein shall be exercised and the terms and conditions
of any instrument, certificate or document which may be executed by him
pursuant to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be
governed by those laws of the State of Ohio that apply to instruments
negotiated, executed, delivered and performed solely within the State of
Ohio.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 6th day of
February, 1998.
/s/ David H. Montgomery
------------------------------
David H. Montgomery
<PAGE> 1
EXHIBIT 24.2
CERTIFICATE
I, KENNETH J. WARREN, hereby certify that I am the duly elected
Secretary of PH Group Inc., an Ohio corporation (the "Corporation"), and do
further certify that the following resolution was duly adopted by the Board of
Directors of the Corporation at a meeting duly called and held on January 21,
1998, and that such resolution has not been amended or rescinded, and is in full
force and effect:
" ...
"RESOLVED, that each officer or director who may be required to execute
the Registration Statement (whether on behalf of the Corporation or as an
officer or director thereof or otherwise) be, and each of them hereby is,
authorized to execute a Power of Attorney appointing Charles T. Sherman as his
or her true and lawful attorney and agent to execute in his or her name, place
and stead (in any capacity) the Registration Statement and all amendments
thereto, and all other documents and instruments necessary or in connection
therewith, and to file the same with the SEC, which attorneys and agents shall
have the full power and authority to do and perform in the name of and on behalf
of each of said officers and directors, or both, as the case may be, every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as such officer or director might or could do in person;
..."
Dated this 18th day of February, 1998.
/s/ Kenneth J. Warren
-----------------------------
Kenneth J. Warren
