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As filed with the Securities and Exchange Commission on September 17, 1996
Registration Number 33-_____ SEC File Number O-3718
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EQUITY GROWTH SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
11-2050317
(I.R.S. Employer Identification Code Number)
EQUITY GROWTH SYSTEMS, INC.; 3821-B TAMIAMI TRAIL, SUITE 201; PORT
CHARLOTTE, FLORIDA 33952; (941) 255-9582
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices and
principal place of business)
EDWARD GRANVILLE-SMITH, CHAIRMAN
EQUITY GROWTH SYSTEMS, INC.; 3821-B TAMIAMI TRAIL, SUITE 201;
PORT CHARLOTTE, FLORIDA 33952; (941) 255-9582
(Address, including zip code, and telephone number, including
area code, of agent for service.)
CONSULTING AGREEMENT WITH DIVERSIFIED CORPORATE CONSULTING GROUP, LLC
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Full Title of Plans:
Copies to:
DOUGLAS L. WILSON, ESQUIRE
680 SANCTUARY ROAD; NAPLES, FLORIDA 34120-4837
CALCULATION OF REGISTRATION FEE *
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PROPOSED MAXIMUM
TITLE OF EACH CLASS DOLLAR AMOUNT OFFERING AGGREGATE AMOUNT
OF SECURITIES TO TO BE PRICE OFFERING OF REGIS-
BE REGISTERED REGISTERED PER UNIT PRICE TRATION FEE
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COMMON STOCK, $0.001 PAR VALUE $80,000.00 $0.40 $80,000.00 $ 100.00
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- - Pursuant to the provisions of Securities and Exchange Commission Rule 416,
the Registrant is registering such additional securities as may be
issuable pursuant to applicable anti-dilutive obligations of the
Registrant with reference to the securities registered.
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Form S-8 Registration Statement, Equity Growth Systems, Inc., Page 1
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by Equity Growth Systems,
inc. (the "Registrant") with the Securities and Exchange Commission, are
incorporated herein by reference:
(a) The Registrant's annual report on Form 10-KSB and 10-KSN/A for the fiscal
year ended December 31, 1995.
(b) The Registrant's current reports on Form 8-K filed during calendar year
1996.
(c) The Registrant's quarterly report on Form 10-QSB filed by the Registrant
for the calendar quarter ended March 31, 1996.
(d) The Registrant's quarterly report on Form 10-QSB filed by the Registrant
for the calendar quarter ended June 30, 1996.
All documents filed by the Registrant with the Securities and Exchange
Commission pursuant to Sections 13(a), 13(c) and 15(d) of the Securities
Exchange Act of 1934, as amended, subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which de-registers all securities
then remaining unsold shall, except to the extent otherwise provided by any
rule promulgated by the Securities and Exchange Commission, be deemed
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing such document.
ITEM 4 DESCRIPTION OF SECURITIES
On May 18, 1995, the holders of 1,018,106 of the 2,000,000 shares of the
Registrant's common stock adopted a resolution by execution of a written
consent in lieu of stockholders meeting pursuant to which they authorized
amendments to the Registrant's certificate incorporation be amended as required
to change the name of the Registrant from Infotec, Inc., to "EQUITY GROWTH
SYSTEMS, INC." and to change the Registrant's authorized capitalization as
follows:
(a) The 2,000,000 shares of common stock, $0.001 par value then authorized,
all of which were currently outstanding, were reverse split into 200,000
shares, $0.01 par value; and, immediately thereafter;
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Form S-8 Registration Statement, Equity Growth Systems, Inc., Page 2
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(b) The Registrant's authorized common stock was increased from
200,000 shares, $0.01 par value, to 20,000,000 shares of common
stock, $0.001 par value, and
(c) The Registrant was authorized to issue 5,000,000 shares of
preferred stock, the attributes of which are to be determined
by the Registrant's Board of Directors from time to time, prior
to issuance, in conformity with the requirements of Sections 151
of the Delaware General Corporation Law.
During the week of May 22, 1995 through May 26, 1995, the Registrant's
officers filed a certificate of amendment accomplishing the foregoing
amendments, with the Delaware Secretary of State, and filed a notification
pursuant to Securities and Exchange Commission Rule 10b-17 with the National
Association of Securities Dealers, Inc. Copies of the certificate of amendment
and the Rule 10b-17 notification are filed as exhibits to this current report.
As a result of the foregoing, the Registrant's currently authorized
capitalization is 20,000,000 shares of common stock, $0.001 par value, and
5,000,000 shares of preferred stock, $0.001 par value, the attributes of which
are to be determined by the Registrant's Board of Directors from time to time,
prior to issuance, in conformity with the requirements of Section 151 of the
Delaware General Corporation Law.
Immediately prior to this offering, 3,491,148 shares of common stock were
outstanding and held of record by more than 3,000 persons. The holders of
common stock have one vote per share on all matters (including election of
directors) without provision for cumulative voting. Thus, holders of more than
fifty percent (50%) of the shares voting for the election of directors can
elect all of the directors, if they choose to do so. The common stock is not
redeemable and has no conversion or pre-emptive rights. The common stock
currently outstanding is (and the Shares being issued pursuant to this
prospectus will be) validly issued, fully paid and non-assessable. In the
event of liquidation of the Registrant, the holders of common stock will share
equally in any balance of the Registrant's assets available for distribution to
them after satisfaction of creditors and the holders of the Registrant's senior
securities (e.g., the Preferred shares). The Registrant may pay dividends, in
cash or in securities or other property when and as declared by the board of
directors from funds legally available therefor, but has paid no cash dividends
on its common stock.
ITEM 6 INDEMNIFICATION OF DIRECTORS
Section 145 of the General Corporation Law of the State of Delaware, under
which the Registrant is organized, empowers a corporation, subject to certain
limitations, to indemnify its officers, directors, employees and agents, or
others acting in similar capacities for other entities at the request of the
Registrant, against certain expenses, including attorneys fees, judgments,
fines and other amounts which may be paid or incurred by them in their
capacities as such officers, directors, employees and agents.
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Form S-8 Registration Statement, Equity Growth Systems, Inc., Page 3
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The Registrant's certificate of incorporation authorizes the
board of directors to indemnify officers, directors, employees and agents
to the fullest extent permitted by law.
The Registrant's bylaws authorize the board of directors to indemnify
officers, directors, employees and agents in the same circumstances set forth
in the certificate of incorporation. The bylaws also authorize the Registrant
to purchase liability insurance for the benefit of officers, directors,
employees and agents and to enter into indemnity agreements with officers,
directors, employees and agents.
ITEM 7 EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8 EXHIBITS
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EXHIBIT DESCRIPTION AND LOCATION
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2.1 Plan and Agreement of Merger dated April 7, 1993 between the Registrant and Mercantile Realty Investors,
Inc. (1)
2.2 Amendment dated May 25, 1993 to Plan and Agreement of Merger. (3)
2.3 Agreement pertaining to cancellation of the merger between the Registrant and Equity Growth Systems, Inc.,
a Maryland corporation (not to be confused with the Registrant). (5)
2.4 Stock Exchange Agreement re Homan Equities, Inc. (7)
2.5 Stock Exchange Agreement re Moffitt Properties, Ltd. (7)
2.6 Stock Exchange Agreement re Equity Growth Realty, inc. (7)
3.1 Certificate of Incorporation of the Registrant. (2)
3.11 Certificate of Amendment to Certificate of Incorporation (May, 1995). (5)
3.2 By-laws of the Registrant. (2)
5 Opinion of Douglas L. Wilson, Esquire, see sequentially numbered page 10.
10.1 Agreement for settlement of outstanding claims with the Registrant's attorneys. (5)
10.2 Agreement for settlement of outstanding claims with the Registrant's accountants. (5)
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Form S-8 Registration Statement, Equity Growth Systems, Inc., Page 4
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EXHIBIT DESCRIPTION AND LOCATION
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10.3 Employment Agreement with Edward Granville-Smith. (5)
10.4 Consultant Agreement with Bolina Trading Co., S.A. (5)
10.5 Settlement Agreement between Registrant and Equity Growth Systems, inc., a Maryland
corporation (not to be confused with the Registrant). (6)
10.6 Assignment of Indenture of Trust by Milpitas, Inc., including Indenture of Trust. (7)
10.7 Engagement agreement with Diversified Corporate Consulting Group, LLC. (7)
10.8 Corrective Bill of Sale. (7)
10.9 Employment Agreement with Gene R. Moffitt. (7)
10.10 Employment Agreement with Donald E. Homan. (7)
10.11 Employment Agreement with Charles J. Scimeca. (7)
10.12 Repayment Agreement with WEFT Trust. (7)
16 Letter re: Change in Certifying Accountant. (7)
21 Subsidiaries. (7)
24 Consent of Douglas L. Wilson, incorporated by reference to the last paragraph of exhibit 5.
99.1 Notifications to National Association of Securities Dealers, Inc., pursuant to Securities and
Exchange Commission Rule 10b-17. (5)
99.2 Real Estate Title Reports for Nevada/California, Tennessee, Kansas and Oregon properties subject
to Wrap Mortgages and Leases. (7)
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(1) Filed as exhibit 2 to the Registrant's Report on Form 10-K for the fiscal
year ended December 31, 1992; incorporated by reference herein as an
exhibit hereto.
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Form S-8 Registration Statement, Equity Growth Systems, Inc., Page 5
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(2) Filed as an exhibit to the Registrant's Report on Form 10-K for
the fiscal year ended December 31, 1991, bearing the exhibit
designation number shown above; incorporated by reference herein
as an exhibit hereto.
(3) Filed as an exhibit to the Registrant's registration statement on
Form S-4, filed together with Mercantile Realty Investors,
registration number 33-64526, declared effective by the
Securities and Exchange Commission on June 24, 1994, at the
identical exhibit designation numbers; and, incorporated by
reference herein as an exhibit hereto.
(4) Filed as an exhibit to the Registrant's Report on Form 10-K for
the fiscal year ended December 31, 1993, bearing the exhibit
designation number shown above; incorporated by reference herein
as an exhibit hereto.
(5) Filed as an exhibit to the Registrant's Report on Form 10-KSB for
the fiscal year ended December 31, 1994, bearing the exhibit
designation number shown above; incorporated by reference herein
as an exhibit hereto.
(6) Filed as an exhibit to the Registrant's Report on Form 8-K dated
July 14, 1995, bearing the exhibit designation number shown
above; incorporated by reference herein as an exhibit hereto.
(7) Filed as an exhibit to the Registrant's Report on Form 10-KSB for
the fiscal year ended December 31, 1995, bearing the exhibit
designation number shown above; incorporated by reference herein
as an exhibit hereto.
(8) Filed as an exhibit to the Registrant's Report on Form 10-QSB for
the calendar quarter ended June 30, 1995, bearing the exhibit
designation number shown above; incorporated by reference herein
as an exhibit hereto.
ITEM 9. UNDERTAKINGS
(a) RULE 415 OFFERING.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment or appendix to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended;
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Form S-8 Registration Statement, Equity Growth Systems, Inc., Page 6
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(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; and
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in the post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
as amended, 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.
(b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
The 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) FILING OF REGISTRATION STATEMENT ON FORM S-8.
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
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Form S-8 Registration Statement, Equity Growth Systems, Inc., Page 7
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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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant hereby certifies that it meets all of the requirements for
filing of Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned in the City of Port Charlotte, Florida, on
September 13, 1996.
EQUITY GROWTH SYSTEMS, INC.
By: /s/Edward Granville-Smith /s/
--------------------------------
Edward Granville-Smith, Chairman
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 and on the dates indicated.
DATE NAME SIGNATURE/POSITIONS:
- ---- ---- -------------------
September 13, 1996 Edward Granville-Smith s/Edward Granville-Smith/s
--------------------------
Chairman of the Board, Sole
Director..
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Being the sole member of the Registrant's Board of Directors.
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Form S-8 Registration Statement, Equity Growth Systems, Inc., Page 8
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Registration Number 33-_____
===========================================
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
EQUITY GROWTH SYSTEMS, INC.
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EXHIBITS
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Form S-8 Registration Statement, Equity Growth Systems, Inc., Page 9
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EXHIBIT 5.01
OPINION OF DOUGLAS L. WILSON, P.C., REGISTRANT'S COUNSEL
Law Offices
THE WILSON LAW FIRM
ATTORNEYS & COUNSELORS-AT-LAW
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DOUGLAS L. WILSON 680 SANCTUARY ROAD
NAPLES, FLORIDA 34120-4837
VOICE & FAX (941) 657-5003
INTERNET: [email protected]
September 13, 1996
SECURITIES AND EXCHANGE COMMISSION
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20006
RE: Equity Growth Systems, inc.
Gentlemen:
This opinion is given in connection with the filing of registration number
33-_____ (the "Registration Statement") filed with the United States Securities
and Exchange Commission, as it pertains to 200,000 shares of Equity Growth
Systems, inc.'s (the "Registrant") common stock, $0.001 par value, to be issued
to Diversified Corporate Consulting Group, LLC, pursuant to the terms of a
consulting agreement.
Certain terms used in this opinion characterized by initial capital
letters have the meaning set forth in the Registration Statement. We have
examined the originals and copies of corporate instruments, certificates and
other documents of the Registrant and interviewed representatives of the
Registrant to the extent we deemed it necessary, in order to form the basis for
the opinion hereinafter set forth. A major portion of our investigation of the
Registrant involved review of 34 Act reports heretofore filed by the
Registrant, the information contained therein having been presumed to be
accurate.
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Form S-8 Registration Statement, Equity Growth Systems, Inc., Page 10
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SECURITIES AND EXCHANGE COMMISSION
September 13, 1996
Page 2
In such examination we have assumed the genuineness of all signatures and
authenticity of all documents submitted to us as certified or photostatic
copies. As to all questions of fact material to this opinion which have not
been independently established, we have relied upon statements or certificates
of officers or representatives of the Registrant. We have also provided a
draft of this opinion to the Registrant's transfer agent with a request that it
examine it for factual inaccuracies based on its records, and if any where
found to call such inaccuracies to our attention. No inaccuracies have been
brought to our attention.
We have also reviewed the corporate law of the State of Delaware, the only
law on which this opinion is based. However, we call to your attention that we
are not admitted to practice in such state. Most specifically we have focused
on Section 152 and 153 of the Delaware General Corporation Law (as published at
3 Corporation Statutes 442-K, Aspen Law & Business, updated through July of
1996).
Based on the foregoing, we are of the opinion that the 200,000 shares of
the Registrant's common stock referred to in the Registration Statement will,
upon issuance, be fully paid and non-assessable and there is no personal
liability to the owners thereof.
This law firm hereby consents to the filing of this opinion as an exhibit
to the Registration Statement; however, this opinion is limited to the facts
set forth herein and is not to be interpreted as an opinion that the
Registration Statement has been properly prepared or provides all required
disclosure.
Very truly yours,
THE WILSON LAW FIRM
s/Douglas L. Wilson/s
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Form S-8 Registration Statement, Equity Growth Systems, Inc., Page 11
