<PAGE> 1
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
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(Address of principal executive offices) (Zip Code)
CONSULTING AGREEMENT BETWEEN REGENT GROUP, INC. AND ED RODRIGUEZ
(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") . . . . . . . . . . 300,000 $2.75 $825,000 $243.38
- ----------------------------------------------------------------------------------------------------------------------------------
Total Registration Fee . . . . . . . . . $243.38
==================================================================================================================================
</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
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<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.
<TABLE>
<CAPTION>
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
<S> <C>
4.1 -- Consulting Agreement between the Company and Ed Rodriguez.
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.
</TABLE>
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;
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<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.
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<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 July 2, 1998.
REGENT GROUP, INC.
By: S/ MARVIN E. GREENFIEL
-----------------------------------------
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 July 2, 1998
-------------------------
Marvin E. Greenfield and Director (and
Principal Executive and
Financial Officer)
S/ PAUL ROSEN Director July 2, 1998
-------------------------
Paul Rosen
S/ PAUL WOOLFORD Director July 2, 1998
-------------------------
Paul Woolford
</TABLE>
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<PAGE> 6
EXHIBITS
--------
<TABLE>
<CAPTION>
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
<S> <C>
4.1 -- Consulting Agreement between the Company and Ed Rodriguez.
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.
</TABLE>
<PAGE> 1
CONSULTING AGREEMENT
CONSULTING AGREEMENT dated as of June 25, 1998 between Regent Group,
Inc., a Delaware corporation (the "Company") having an office at 477 Madison
Avenue, New York, New York, 10022, and Ed Rodriguez having an address at 899
Mountain Avenue, Suite 1B, Springfield, New Jersey, 07081 (the "Consultant").
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 of Consultant. The Company hereby retains and
engages Consultant, and Consultant hereby accepts such engagement, in each case
subject to the terms and conditions of this Agreement.
Section 2. Services.
(a) 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 targeting of acquisitions for the Company and
such other aspects of the business of the Company as Consultant and the Company
may agree from time to time.
(b) In connection with any proposal made by Consultant
pursuant to this Agreement, the company and the Consultant acknowledge that the
Company shall not be obligated to accept such proposal or further obligate
itself hereunder.
Section 3. Compensation.
(a) The Company shall issue to Consultant as compensation for
the services specified in Section 2 hereof, and in consideration of services
heretofore rendered, and to be rendered by Consultant, pursuant to this
Agreement, and for other good and valuable consideration, 300,000 shares (the
"Shares") of the Company's common stock, par value $.06 2/3 per share (the
"Common Stock").
Section 4. Non-Competition. The Consultant acknowledges that in the
course of its engagement it will become familiar with trade secrets and other
confidential information (collectively, "Confidential Information") concerning
the Company and that its services will be special, unique and extraordinary to
the Company. Subject to the limitations set forth herein, the Consultant agrees
that during the Term and for a period of one year thereafter it shall not
directly or indirectly own, manage, control, participate in, consult with,
render services for, or in any manner engage in any business competing with the
business of the Company as such business exists within any geographical area in
which the Company conducts its business. In addition, the Consultant shall not
solicit, interfere with or conduct business with any vendors, customers or
employees of the Company during the term of this Agreement or for a period of
one year after the termination hereof. In the event the Company breaches any of
its duties or obligations under this
Page 1 of 3 Pages
<PAGE> 2
Agreement, the company agrees that the Consultant shall not be bound by the
provisions of this Agreement, except for the provisions of the immediately
following sentence. The Consultant agrees that it shall not disclose to any
third party any Confidential Information and shall not use any Confidential
Information for any purpose other than the performance of its duties under this
Agreement.
Section 5. Term. This Agreement shall be for a term of one (1) year
commencing on the date hereof.
Section 6. Indemnification.
(a) The Company agrees to indemnify and hold harmless the
Consultant and its directors, officers and affiliates against any and all
losses, claims, damages, obligations, penalties, judgments, awards, liabilities,
costs, expenses, and disbursements, as and when incurred, of investigating,
preparing or defending any such action, proceeding or investigation (whether or
not in connection with litigation to which the Consultant is a party), directly
or indirectly, caused by, relating to, based upon, arising out of or in
connection with information provided by the Company which contains a material
misrepresentation or material omission in connection with the provision of
services by the Consultant under this Agreement; provided, however, such
indemnity agreement shall not apply to any portion of any such loss, claim,
damage, obligation, penalty, judgment, award, liability, cost, expense or
disbursement to the extent it is found by a court of competent jurisdiction to
have resulted from the gross negligence or willful misconduct of the Consultant.
The Company also agrees that the Consultant shall not have any liability
(whether direct or indirect in contract or tort or otherwise) to the Company or
to any person (including, without limitation, Company Shareholders) claiming
through the Company for or in connection with the engagement of the Consultant,
except to the extent that any such liability results from the Consultant's gross
negligence or willful misconduct. This indemnification shall survive the
termination of this Agreement.
(b) Each party entitled to indemnification under this
agreement (the "Indemnified Party"), shall give notice to the party required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified Party
(whose approval shall not be unreasonably withheld), and the Indemnified party
may participate in such defense at such party's expense, and provided further
that the failure of any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its obligations under this Section
8. Each Indemnified Party shall furnish such information regarding itself or the
claim in question as an Indemnifying Party may reasonably request in writing and
as shall be reasonably required in connection with defense of such claim and any
litigation resulting therefrom.
Section 7. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without regard
to the conflict of law principles thereof.
Section 8. Entire Agreement; Amendments. This Agreement contains the
entire agreement and understanding between the parties and supersedes and
preempts any prior understanding or agreements, whether written or oral. The
provisions of this Agreement may be amended or waived only with the prior
written consent of the Company and the Consultant.
Page 2 of 3 Pages
<PAGE> 3
Section 9. Successors and Assigns. This Agreement shall be binding
upon, inure to the benefit of, and shall be enforceable by the Consultant and
the Company and their respective successors and permitted assigns.
Section 10. Notices. All notices and other communications under this
Agreement shall be in writing and shall be deemed effective and given upon
actual delivery if presented personally, one business day after the date sent if
sent by prepaid telegram, overnight courier service, telex or facsimile
transmission or five business days if sent by registered or certified mail,
return receipt requested, postage prepaid which shall be addressed to the
following addresses:
If to the Company:
Regent Group, Inc.
477 Madison Avenue
New York, NY 10022
If to the Consultant:
at the address set forth above
Section 11. Assignability. Except for the right of the Consultant to
sell, transfer or otherwise dispose of the Shares, neither this Agreement nor
any right, remedy, obligation or liability arising hereunder or by reason hereof
shall be assignable by either the Company or the Consultant without the prior
written consent of the other party hereto.
Section 12. Severablity. If any provision of this Agreement or the
application of any such provision to any person or circumstance shall be held
invalid, illegal or unenforceable in any respect by a court of competent
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision hereof.
Section 13. Section and Other Headings. The section headings contained
in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.
Section 14. Counterparts. This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which together shall be deemed to be one and the same
agreement.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first written above.
REGENT GROUP, INC.
By: s/Marvin Greenfield
---------------------------------
Name: Marvin Greenfield
Title: President
s/Ed Rodriguez
---------------------------------
Ed Rodriguez
Page 3 of 3 Pages
<PAGE> 1
[LETTERHEAD OF BARRY FEINER, ESQ.]
July 2, 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 300,000 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.
JULY 2, 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
July 6, 1998
