<PAGE> 1
As filed with the Securities and Exchange Commission on May 13, 1998
Registration No.
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WASHINGTON, D.C. 20549
REGENT GROUP, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 22-1558317
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
477 MADISON AVENUE, NEW YORK NY 10022
(Address of principal executive offices) (Zip Code)
CONSULTING AGREEMENT BETWEEN REGENT GROUP, INC. AND CHARLES PINTO
(Full title of the Plan)
MARVIN E. GREENFIELD, 477 MADISON AVENUE, NEW YORK, NEW YORK 10022
(Name and address of agent for service)
(212) 207-4560
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
AMOUNT TO PROPOSED PROPOSED
TITLE OF EACH CLASS OF SECURITIES BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common Stock, $0.06 2/3 par
value ("Common Stock") . . . .. . . . . . 280,000 $2.687 $752,360.00 $221.95
- -------------------------------------------------------------------------------------------------------------------------
Total Registration Fee . . . . . . . . . $221.95
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457, the offering price of such shares is estimated solely
for the purpose of determining the registration fee.
<PAGE> 2
PART 2
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
registration statement.
(a) Registrant's Annual Report on Form 10-K for the fiscal year
ended July 31, 1997, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934;
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934 since July 31, 1997;
(c) The description of Registrant's Common Stock contained in
Registration Statements filed under the Securities Exchange
Act of 1934, including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereunder have been sold, or which deregisters all securities then
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference in this registration statement and to a part hereof
from the date of filing of such documents.
Any statement contained in a document or incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement. All
information in this Registration Statement is qualified in its entirety by the
information and financial statements (including the notes thereto) appearing in
the documents incorporated herein by reference, except to the extent set forth
in the immediately preceding statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable; the class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the Delaware General Corporation Law ("DGCL") permits,
in general, a Delaware corporation to indemnify any person made, or threatened
to be made, a party to an action or proceeding by reason of the fact that he or
she was a director or officer of any corporation, or served another entity in
any capacity at the request of the
-2-
<PAGE> 3
corporation, against any judgment, fines, amounts paid in settlement and
expenses, including attorney's fees actually and reasonably incurred as a result
of such action or proceeding, or any appeal therein, if such person acted in
good faith, for a purpose he or she reasonably believed to be in, or, in the
case of service for another entity, not opposed to, the best interests of the
corporation and, in criminal actions or proceedings, in addition had no
reasonable cause to believe that his or her conduct was unlawful. Section 145(e)
of the DGCL permits the corporation to pay in advance of a final disposition of
such action or proceeding the expenses incurred in defending such action or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount as, and to the extent, required by statute. Section
145(f) of the DGCL provides that the indemnification and advancement or expense
provisions contained in the DGCL shall not be deemed exclusive of any rights to
which a director or officer seeking indemnification or advancement of expenses
may be entitled.
Article VII of the Registrant's Certificate of Incorporation provides
as follows:
The Corporation shall, to the full extent permitted by Section 145 of
the Delaware General Corporation Law, as amended, indemnify all persons
whom it may indemnify pursuant thereto.
There is no litigation pending, and neither the registrant nor any of
its directors know of any threatened litigation, which might result in a claim
for indemnification by any director or officer.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
NUMBER DESCRIPTION OF EXHIBIT
4.1 -- Consulting Agreement between the Company and Charles Pinto.
5.1 -- Opinion of Barry Feiner, Esq.
23.1 -- The consent of Barry Feiner, Esq. is included in his opinion
filed hereto as Exhibit 5.1 to the Registration Statement.
23.2 -- Consent of Wiener Penta & Goodman, P.C.
ITEM 9. UNDERTAKINGS.
1. The undersigned, Company, hereby undertakes:
(a) To file, during any period in which the Company
offers or sells securities, a post-effective
amendment(s) to this registration statement:
(1) To include any prospectus required by Section
10(a)(3) of the Securities Act;
-3-
<PAGE> 4
(2) To reflect in the prospectus any facts or
events which, individually or together
represent a fundamental change in the
information in the registration statement;
and
(3) To include any additional or changed
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 1(a)(1) and
1(a)(2) do not apply if 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 Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this
registration statement;
(b) 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; and
(c) 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.
2. 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 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 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") 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 of expenses incurred or paid by a director, officer or controlling
person of 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 the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of 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.
-4-
<PAGE> 5
SIGNATURES
The Registrant. 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 New York, State of New York, on May 13, 1998.
REGENT GROUP, INC.
By: /s/ MARVIN E. GREENFIELD
-----------------------------------------
Marvin E. Greenfield, President, Chief
Executive and Financial Officer, 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.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
S/ MARVIN E. GREENFIELD Chairman, President May 13, 1998
------------------------- and Director (and
Marvin E. Greenfield Principal Executive and
Financial Officer)
S/ PAUL ROSEN Director May 13, 1998
-------------------------
Paul Rosen
S/ PAUL WOOLFORD Director May 13, 1998
-------------------------
Paul Woolford
</TABLE>
-5-
<PAGE> 6
EXHIBIT INDEX
NUMBER DESCRIPTION OF EXHIBIT
4.1 -- Consulting Agreement between the Company and Charles Pinto.
5.1 -- Opinion of Barry Feiner, Esq.
23.1 -- The consent of Barry Feiner, Esq. is included in his opinion
filed hereto as Exhibit 5.1 to the Registration Statement.
23.2 -- Consent of Wiener Penta & Goodman, P.C.
<PAGE> 1
CONSULTING AGREEMENT
AGREEMENT dated as of September 10, 1997 by and between
INTERNATIONAL MADISON HOLDINGS CORP., a Delaware corporation having an office at
477 Madison Avenue, Suite 701, New York, New York 10022 (the "Company") and
Charles Pinto (the "Consultant"), having an office at 315 Linden Place,
Westbury, New York 11590.
W I T N E S S E T H:
WHEREAS, the Company wishes to retain Consultant to provide
the Company with certain consulting services and Consultant is willing to
provide such consulting services, on the terms and conditions set forth herein,
NOW, THEREFORE, in consideration of the foregoing premises and
of the mutual covenants and agreements hereinafter contained, the parties hereby
agree as follows:
SECTION 1. RETENTION; DUTIES.
On the terms and subject to the conditions herein contained,
the Company hereby engages Consultant as a consultant, and Consultant hereby
accepts such engagement. Consultant's duties shall be to consult with the Board
of Directors and management of the Company, from time to time, as requested by
the Company with regard to operations, strategic planning and business
development, including consulting with respect to environmental services and
franchising and such other aspects of the business of the Company as Consultant
and the Company may agree from time to time. Consultant agrees to use his
reasonable best efforts to perform all services required hereunder in a
competent and timely manner.
SECTION 2. TERM OF THE AGREEMENT.
(a) The term of this Agreement shall commence as of the date first set
forth above, and, unless earlier terminated pursuant hereto, shall continue for
a period of three (3) years.
(b) In the case of any material breach by Consultant of his obligations
under this Agreement, the Company may terminate this Agreement upon thirty (30)
days written notice, such notice to describe the breach in detail, unless
Consultant has cured the breach within such thirty (30) day period, or in the
event that the breach cannot be cured within such period, Consultant has
commenced with due diligence to cure such breach.
(c) The termination of this Agreement by either party hereto shall not
affect, restrict, diminish or remove any rights, obligations or remedies held or
arising by either party under the terms of this Agreement up to and through the
effective date of termination hereof.
SECTION 3. CONSULTANT'S COMPENSATION.
For his services hereunder, the Company shall issue to Consultant 280,000
shares of the Company's common stock, $.06_ par value (the "Common Stock").
<PAGE> 2
SECTION 4. OTHER BENEFITS AND EXPENSES
The Company shall pay or reimburse Consultant for all reasonable and
necessary expenses incurred by him in connection with his duties hereunder, upon
submission by Consultant to the Company of such written evidence of such expense
as the Company may require. The Consultant shall obtain the prior written
approval of the Company for all expenses.
SECTION 5. CONFIDENTIALITY.
Consultant understands that, in performing his responsibilities
hereunder, he will have access to Confidential Information (as hereinafter
defined) of the Company. Consultant shall hold in strict confidence unless
compelled to disclose by judicial or administrative process, or, in the opinion
of counsel, by other requirements of law, Confidential Information (as
hereinafter defined) and shall not release or disclose such information to any
other person, except his employees, auditors, attorneys, representatives and
other advisors and agents in connection with this Agreement and the services to
be provided hereunder, provided that any such person shall have first been
advised of and agreed to the confidentiality provisions of this Section 5. For
purposes hereof, "Confidential Information" shall mean all information of any
kind which the Company deems to be confidential, except information () disclosed
in any filing by the Company pursuant to the Securities Exchange Act of 1934, ()
available to the public other than as a result of a disclosure by Consultant in
violation of the terms hereof, () available to Consultant on a non-confidential
basis prior to disclosure to Consultant by the Company, or () available to
Consultant on a non-confidential basis from a source other than the Company,
provided that such source is not known by Consultant to be bound by a
confidentiality agreement with the Company or otherwise is known by Consultant
to be prohibited by a contractual, legal or fiduciary obligation from
transmitting the information to Consultant.
SECTION 6. NO SOLICITATION. Consultant agrees that during the term of this
Agreement and for a period of one (1) year following the expiration of this
Agreement, he will not solicit the employment of any employee of the Company on
behalf of any other person, firm, corporation or other entity or otherwise
interfere with the employment relationship between any employee or officer of
the Company and the Company.
SECTION 7. LIMITATION OF LIABILITY; INDEMNIFICATION.
(a) Consultant shall have no liability to the Company, its shareholders
or to any third party for any losses, liabilities, obligations, fines,
injunctions or other costs or expenses of any kind directly or indirectly
sustained, or incurred or arising as a result of the services that are the
subject of this Agreement (or any action or inaction of any third party retained
by or acting on behalf of Consultant hereunder) or for any other cause or
reason, except as may result from Consultant's gross negligence or wilful
misconduct in the performance of his duties hereunder.
(b) The Company agrees to indemnify and hold Consultant harmless from
and against any losses, claims, damages or liabilities, joint or several, to
which Consultant may become subject in connection with the services which are
the subject of this Agreement, and to reimburse Consultant for any out-of-pocket
expenses including reasonable fees and expenses of counsel (including the cost
of any investigation and preparation) incurred by Consultant in connection
therewith, whether or not resulting in any liability; provided, however, that
the Company shall not be liable under the foregoing indemnity to the extent that
a court having jurisdiction shall have determined by a final judgment that such
loss, claim, damage or liability resulted from the willful misconduct or gross
negligence of Consultant. This indemnification shall remain in full force and
effect following the completion or termination of this Agreement.
(c) Consultant agrees to indemnify and hold the Company harmless from
and against any losses, claims, damages or liabilities, joint or several, to
which the Company may become subject in
<PAGE> 3
connection with the services which are the subject of this Agreement, and to
reimburse the Company for any out-of-pocket expenses including reasonable fees
and expenses of counsel (including the cost of any investigation and
preparation) incurred by the Company in connection therewith, whether or not
resulting in any liability; provided, however, that Consultant shall not be
liable under the foregoing indemnity except to the extent that a court having
jurisdiction shall have determined by a final judgment that such loss, claim,
damage or liability resulted from the willful misconduct or gross negligence of
Consultant. The indemnity agreement in this paragraph shall, upon the same terms
and conditions, extend to and inure to the benefit of each person, if any, who
may be deemed to control the Company and to the respective officers, directors,
employees and advisors of the Company and such control persons. This
indemnification shall remain in full force and effect following the completion
or termination of this agreement.
(d) If any lawsuit or enforcement action is filed against any party
entitled to the benefit of indemnity under this Section 7 by any third party,
written notice thereof shall be given to the indemnifying party as promptly as
practicable; provided that the failure of any indemnified party to give timely
notice shall not affect rights to indemnification hereunder except to the extent
that the indemnifying party demonstrates that such failure was prejudicial to
the ability of the indemnifying party to defend such lawsuit or action and
resulted in increased cost to the indemnifying party pursuant to this Section 7.
After such notice, if the indemnifying party shall acknowledge in writing to
such indemnified party that such indemnifying party shall be obligated under the
terms of its indemnity hereunder in connection with such lawsuit or action, then
the indemnifying party shall be entitled, if it so elects, to take control of
the defense and investigation of such lawsuit or action and to employ and engage
attorneys of its own choice to handle and defend the same, at the indemnifying
party's cost, risk and expense; and such indemnified party shall cooperate in
all reasonable respects, at the indemnifying party's cost, risk and expense,
with the indemnifying party and such attorneys in the investigation, trial and
defense of such lawsuit or action and any appeal arising therefrom; provided,
however, that the indemnified party may, at its own cost, participate in such
investigation, trial and defense of such lawsuit or action and any appeal
arising therefrom. However, if the defendants in any action involve both the
indemnifying party and the indemnified party, and the indemnified party
concludes that representation of both the indemnifying party and the indemnified
party by the same counsel is inappropriate under applicable standards of
professional conduct due to actual or potential differing interests between them
or for some other reason, then the indemnifying party shall have the right, at
the expense of the indemnifying party, to select separate counsel to assume such
legal defenses and to otherwise participate in the defense of such action on
behalf of the indemnified party.
(e) In the case of any legal action directly between the Company and
Consultant with regard to any matter covered by the provisions of this Section
7, the non-prevailing party shall pay all reasonable attorney's fees and
expenses of the prevailing party incurred solely as a result of such action.
SECTION 8. AUTHORIZATION. Each party hereto has taken all necessary action to
duly authorize the execution, delivery and performance of this Agreement.
SECTION 9. MODIFICATION. Except as otherwise provided herein, this Agreement may
not be modified, changed, discharged, waived or terminated except by an
instrument in writing signed by the party against whom the enforcement of any
such modification, change, discharge, waiver or termination is sought.
SECTION 10. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between the parties with respect to the subject matter hereof and supersedes all
prior and contemporaneous arrangements or understandings with respect thereto.
SECTION 11. CONSULTANT'S ACKNOWLEDGEMENT. The Consultant acknowledges that the
Consultant has received and has carefully reviewed a copy of the Company's Form
10-K for the year
<PAGE> 4
ended July 31, 1996 and all of the Company's filings under the Securities
Exchange Act of 1934 since July 31, 1996.
SECTION 12. NOTICES. All notices and other communications hereunder to any party
shall be in a written instrument delivered by hand or duly sent by first class,
registered or certified mail, return receipt requested and postage prepaid,
addressed to such party at the address set forth on the first page of this
Agreement or such other address as may hereafter by designated in writing by the
addressee. All such notices and communications shall be deemed to have been
received () in the case of personal delivery, on the date of such delivery, and
() in the case of mailing, on the fifth day following the date of such mailing.
SECTION 13. SURVIVAL. The indemnification granted under Section 7 above shall
survive the termination or cancellation of this Agreement and shall be binding
upon and inure to the benefit of the parties hereto, their successors and
assigns.
SECTION 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors,
permitted assigns and representatives. This Agreement shall not be assignable in
whole or in part, in any of its terms, obligations, responsibilities or
provisions by any party hereto without the express written consent of the other
party; provided, however, that this provision shall in no way limit the right of
Consultant to enlist, hire or retain counsel, consultants, advisors, experts or
other third parties to assist him in carrying out and administering his duties
and responsibilities hereunder.
SECTION 15. RELATIONSHIP. The sole relationships existing between the Company
and Consultant shall be that as specifically provided under the terms of this
Agreement. This Agreement shall not be construed as creating any partnership,
joint venture or any other form of joint operation or organization wherein the
parties hereto are deemed to be partners.
SECTION 16. COOPERATION. The parties hereto agree to execute and deliver from
time to time such additional documents, instruments, agreements, and other
evidences of authority as may be necessary or prudent to carry out the intent of
this Agreement and the transactions contemplated hereby.
SECTION 17. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and each such counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
SECTION 18. SEVERABILITY. The invalidity or unenforceability of any provision
hereof shall in no way effect the validity or enforceability of any other
provision. The parties to this Agreement agree and intend that this Agreement
shall be enforced as fully as it may be enforced consistent with applicable
statutes and rules of law.
SECTION 19. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
principles of conflicts of law.
<PAGE> 5
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date first set forth above.
INTERNATIONAL MADISON HOLDINGS CORP.
By: s/ Marvin E. Greenfield
--------------------------
Name: Marvin E. Greenfield
Title: President
s/ Charles Pinto
-------------------------------
CHARLES PINTO
<PAGE> 1
[LETTERHEAD OF BARRY B. FEINER]
May 13, 1998
Regent Group, Inc.
477 Madison Avenue
New York, New York 10022
Att: Marvin E. Greenfield
Re: Form S-8 Registration Statement
Gentlemen:
You have requested that I express my opinion in connection with the offering
(the "Offering") of 280,000 shares of common stock, $0.06 2/3 par value (the
"Shares"), of Regent Group, Inc., a Delaware corporation (the "Company") being
registered on behalf of the Company as described in the Registration Statement
on Form S-8 is to be filed with the Securities and Exchange Commission pursuant
to the Securities Act of 1933 and as subsequently amended from time to time
(collectively, the "Registration Statement").
In connection with the foregoing, I have examined copies of the Registration
Statement and Exhibits thereto. I have conferred with officers and/or directors
of the Company and have examined the originals or certified, conformed or
photostatic copies of such records of the Company, certificates of officers of
the Company, certificates of public officials, and such other documents as I
have deemed relevant and necessary under the circumstances as the basis of the
opinion expressed herein. In such examination, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me as originals,
the accuracy and completeness of all documents submitted to me as copies and the
authenticity of the originals of such latter documents. As to any facts material
to such opinion which I did not independently establish or verify, I have relied
upon statements or representations of officers and other representatives of the
Company, public officials or others.
Based upon and subject to the foregoing and such other matters of fact and
questions of law as I have deemed relevant in the circumstances, and in reliance
thereon, it is my opinion that, when and if (a) the Registration Statement shall
be declared effective by the Securities and Exchange Commission, as the same may
be hereinafter amended; and (b) the Shares to be sold for the account of the
Company shall have been sold as contemplated in the Registration Statement, then
all of the Shares, upon execution and delivery of proper certificates therefor,
will be duly authorized, validly issued and outstanding, fully paid and
non-assessable.
I hereby consent to the use of my name in the Registration Statement and
inclusion of this opinion as an exhibit to the Registration Statement.
<PAGE> 2
REGENT GROUP, INC.
MAY 13, 1998
PAGE 2
I am admitted to the practice of law only in the State of New York. The opinions
set forth herein are based upon the laws of the State of New York, the corporate
law of the State of Delaware and the federal laws of the United States.
This opinion is limited to the matters set forth herein, and may not be relied
upon in any matter by any person or used for any purpose other than in
connection with the corporate authority for the issuance of the Shares pursuant
to and as contemplated by the Registration Statement.
Very truly yours,
s/ Barry Feiner
Barry Feiner
<PAGE> 1
[LETTERHEAD OF WIENER, PENTA & GOODMAN, P.C.]
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference on Forms S-8 of Regent Group Inc.
of our report dated October 24, 1997 appearing in this Annual Report on Form
10-K of NMC Corp. for the year ended July 31, 1997.
/s/ WIENER, PENTA & GOODMAN, P.C.
- ---------------------------------
Wiener, Penta & Goodman, P.C.
Certified Public Accountants
