SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
___________________
THE VIOLA GROUP INC.
(Exact name of registrant as specified in its charter)
New York 13-3134389
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1653, Haight Avenue, Bronx, New York 10461-1503
(Address of Principal Executive Office) (Zip Code)
VIOLA GROUP INC. STOCK INCENTIVE PLAN
(Full title of the plan)
___________________
Arthur D. Viola
President, Chief Financial Officer and Secretary
Viola group Inc.
1653, Haight Avenue,
Bronx, New York 10461-1503
(Name and address of agent for service)
(718) 409-6599
(Telephone number, including area code, of agent for service)
Copies of all communications to:
Matthew A. Clary, III, Esq.
Holland & Knight, LLP
3110 Fairview Park Drive
Suite 900
Falls Church, Virginia 22042
If any of the securities being registered on this Form are to be offered
on delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. 0
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of each Amount to Proposed
Class of be Registered Offering Proposed Maximum Amount of
Securities to be par value 0.01 Price aggregate offering Registration
Registered per share Per Share Price Fee
- -------------------------------------------------------------------------------
Common Stock(1) 3,000,000 $2.6875 $8,062,500 $1,612.50
- -------------------------------------------------------------------------------
</TABLE>
(1)The provisions of Rule 416 under the Securities Act of 1933 shall
apply to this Registration Statement and the number of shares registered on
this Registration Statement shall increase or decrease as a result of stock
splits, stock dividends or similar transactions.
(2)Estimated solely for the purpose of calculating the registration fee.
The fee is calculated upon the basis of the average between the high bid
and low asked prices quoted for shares of common stock of the registrant
as reported on The Nasdaq OTC Bulletin Board quotation service on
August 14, 2000.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Registrant,
The Viola Group Inc., a New York corporation, are incorporated by
reference in this Registration Statement.
(a) The Registrant's Annual Report on Form 10-K for the year
ended June 30, 2000.
(b) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 10, dated October 3, 1995, filed pursuant
to Section 12(g) of the Securities and Exchange Act of 1934 as amended by
Registrant's Current Report on Form 8-K filed August 18, 2000.
(c) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby 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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Certificate of Incorporation and Bylaws contain
provisions limiting the personal liability of its directors for monetary
damages resulting from breaches of their duty of care to the extent permitted
by Section 402 of the New York General Business Law. The Registrant's
Certificate of Incorporation and Bylaws also contain provisions making
indemnification of its directors and officers mandatory to the fullest extent
permitted by the New York General Business Law, including circumstances in
which indemnification is otherwise discretionary.
The New York General Business Law permits the indemnification by a
New York corporation of its directors, officers, employees and other agents
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than
derivative actions which are by or in the right of the corporation) 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 proceedings, had no reasonable cause to believe their
conduct was illegal. A similar standard of care is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement
of such an action and require court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 The Viola Group Inc. Stock Incentive Plan.
4.2 Nonqualified Stock Option Agreement between the Viola Group Inc.
and Andrew Benson.
4.3 Nonqualified Stock Option Agreement between the Viola Group Inc.
and Reggie Phillips.
4.4 Nonqualified Stock Option Agreement between the Viola Group Inc.
and John Cairns.
4.5 Nonqualified Stock Option Agreement between the Viola Group Inc.
and Eric Clever.
5.1 Opinion of Holland & Knight LLP re legality of the Common Stock.
10.1 Executive Employment Agreement between DataMEG Corp. and Andrew
Benson dated January 1, 1999
10.2 Executive Employment Agreement between DataMEG Corp. and
Reggie Phillips dated January 1, 1999
10.3 Executive Employment Agreement between DataMEG Corp. and John
Cairns dated January 1, 1999
10.4 Confidential Disclosure Agreement between DataMEG Corp. and
John Cairns dated January 1, 1999.
23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1).
23.2 Independent Auditors' Consent.
99.1 Reoffer Prospectus for Sale of Shares by Messrs. Andrew Benson,
Reggie Phillips, John Cairns and Eric Clever.
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 this 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 this
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this 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 Securities and Exchange Commission by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this 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 herein, 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 and 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 and 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) 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
(see Item 6) or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Viola group Inc., a corporation organized and existing under the
laws of the State of New York, 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 Bronx, State of New York, on
August 18, 2000.
VIOLA GROUP INC.
By:
Arthur D. Viola, President, Chief Financial
Officer, Secretary and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures
Title
Date
Arthur D. Viola
President, Chief Financial Officer, Secretary
and Sole Director
August 18, 2000
INDEX OF EXHIBITS
4.1 Viola Group Inc. Stock Incentive Plan.
4.2 Nonqualified Stock Option Agreement between the Viola Group
Inc. and Andrew Benson.
4.3 Nonqualified Stock Option Agreement between the Viola Group
Inc. and Reggie Phillips.
4.4 Nonqualified Stock Option Agreement between the Viola Group
Inc. and John Cairns.
4.5 Nonqualified Stock Option Agreement between the Viola Group
Inc. and Eric Clever.
5.1 Opinion of Holland & Knight LLP re legality of the Common
Stock.
10.1 Executive Employment Agreement between DataMEG Corp. and Andrew
Benson dated January 1, 1999
10.2 Executive Employment Agreement between DataMEG Corp. and Reggie
Phillips dated January 1, 1999
10.3 Executive Employment Agreement between DataMEG Corp. and
John Cairns dated January 1, 1999
10.4 Confidential Disclosure Agreement between DataMEG Corp. and John
Cairns dated January 1, 1999.
23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1).
23.2 Independent Auditors' Consent.
99.1 Reoffer Prospectus for Sale of Shares by Messrs. Andrew Benson,
Reggie Phillips, John Cairns and Eric Clever.
