As filed with the Securities and Exchange Commission on
March ___, 1999
Reg. No. 333-
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=============
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PCC GROUP, INC.
(Exact name of issuer as specified in its charter)
California 95-3815164
(State or other jurisdiction of (I.R.S.
Employer
incorporation or organization) Identification
No.)
163 University Parkway
Pomona, California 91768
(Address of principal executive offices)
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CERTAIN COMPENSATORY STOCK GRANT
(Full title of the plans)
-------------------------
Jack Wen
Chief Executive Officer
PCC Group, Inc.
163 University Parkway
Pomona, California 91768
(Name and address of agent for service)
(909) 869-6133
(Telephone number, including area code, of agent for service)
Copy to:
Istvan Benko, Esq.
Stuart Teng, Esq.
Troy & Gould Professional Corporation
1801 Century Park East, Suite 1600
Los Angeles, California 90067
(310) 553-4441
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount To Be Offering Offering Registration
To Be Registered Registered Price Price Fee
- ------------------------------------------------------------------------------
Common Stock, $.01 par
value................. 20,000 $6.34375(1) $126,250 $36(2)
- ------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the fee,
and based, pursuant to Rule 457(c), on the average of the high
and low sale prices of the Registrant's common stock as reported
on the Nasdaq SmallCap Market on February 10, 1999.
(2) Previously paid in connection with the Company's prior
Registration Statement on Form S-8 (Reg. No. 333-72475) filed on
February 17, 1999.
==============================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.*
* Information required by Items 1 and 2 of Part I to be
contained in the Section 10(a) Prospectus is omitted from
the Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 and the Note to Part I of Form S-8.
(i)
EXPLANATORY NOTE
The purpose of this Form S-8/A is to amend the Form S-8
(Reg. No. 333-72475) filed on February 17, 1999 to include the
Opinion of Counsel (Exhibit 5 and 23.2) and Consent of
Independent Auditors (Exhibit 23.1), which were inadvertently
left out of the original filing.
(ii)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have heretofore been filed by
PCC Group, Inc. (the "Registrant") with the Securities and
Exchange Commission (the "Commission"), are incorporated by
reference herein:
(i) the Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1998, as amended by Amendment No.
1 to the Registrant's Annual Report on Form 10-K/A, filed
pursuant to Section 13(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
(ii) the Registrant's Quarterly Report on Form 10-Q for the
fiscal year ended December 31, 1998, filed pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(iii) the description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on Form 8-A
dated March 12, 1985, filed pursuant to Section 12(g) of the
Exchange Act, including any amendment or report subsequently
filed by the Registrant for the purpose of updating that
description.
In addition, any document filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act subsequent to the date hereof, but prior to the
filing of a post-effective amendment to this Registration
Statement which indicates that all shares of the Registrant's
Common Stock registered hereunder have been sold or that
deregisters all such shares of Common Stock then remaining
unsold, will be deemed to be incorporated by reference herein and
to be a 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.
Section 317 of the California Corporations Code ("Section
317") provides that a California corporation may indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other
than action by or in the right of the corporation) by reason of
the fact that he is or was a director, officer, employee, or
agent of the corporation or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses, judgments,
fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action or proceeding if
he acted in good faith and in a manner he reasonably believed to
be in or not
II-1
opposed to the best interest of the corporation, and, with
respect to any criminal action or proceeding, had no cause to
believe his conduct was unlawful.
Section 317 also provides that a California corporation may
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that such person acted in any
of the capacities set forth above, against expenses actually and
reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted under similar
standards, except that no indemnification may be made in respect
to any claim, issue or matter as to which such persons shall have
been adjudged to be liable to the corporation unless and only to
the extent that the court in which such action or suit was
brought shall determine that despite the adjudication of
liability, such person is fairly and reasonably entitled to be
indemnified for such expenses which the court shall deem proper.
Section 317 provides further that to the extent a director
or officer of a California corporation has been successful in the
defense of any action, suit or proceeding referred to in the
previous paragraphs or in the defense of any claim, issue or
matter therein, he shall be indemnified against expenses actually
and reasonably incurred by him in connection therewith; that
indemnification authorized by Section 317 shall not be deemed
exclusive of any other rights to which the indemnified party may
be entitled; and that the corporation may purchase and maintain
insurance on behalf of a director or officer of the corporation
against any liability asserted against him or incurred by him in
any such capacity or arising out of his status as such whether or
not the corporation would have the power to indemnify him against
such liabilities under Section 317.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by
reference as a part of this Registration Statement:
4 Internet Web Site Development Agreement between PCC Group,
Inc. and 1st Net Technologies, Inc. dated February 11, 1999.
5 Opinion of Counsel as to the legality of securities being
registered.
23.1 Consent of Independent Auditors (included on page II-6)
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney (previously filed with the Company's
Registration Statement on Form S-8 (Reg. No. 333-72475) filed on
February 17, 1999).
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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; and
(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 by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act 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 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 Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 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
II-3
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pomona, State of
California, on the 15th day of March 1999.
PCC GROUP, INC.
BY: /s/ Jack Wen
--------------------------------
Jack Wen, Chief Executive Officer
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.
Signature Title Date
- --------- ----- ----
/s/ Jack Wen Chairman of the Board and March 15,1999
- ----------------------- Chief Executive Officer
Jack Wen (Principal Executive
Officer)
/s/ Donald Johnson Vice President and March 15, 1999
- ----------------------- Chief Financial Officer
Donald Johnson (Principal Financial and
Principal Accounting
Officer)
* Director March 15, 1999
- -----------------------
Gary L. Blum
* Director March 15, 1999
- -----------------------
George Rodda, Jr.
* By: /s/ Jack Wen
- -----------------------
Jack Wen
as Attorney-In-Fact
II-5
CONSENT OF INDEPENDENT AUDITORS
PCC Group, Inc.
Pomona, California
We hereby consent to the incorporation by reference in the
prospectus constituting a part of this Registration Statement on
Form S-8 of our report dated December 8, 1998, relating to the
audit of the consolidated financial statements of PCC Group,
Inc., appearing in the Company's Annual Report on Form 10-K for
the year ended September 30, 1998.
We also consent to the reference to us under the caption
"Experts" in the prospectus.
/s/ BDO Seidman, LLP
Los Angeles, California
February 17, 1999
II-6
EXHIBIT INDEX
---------------
4 Internet Web Site Development Agreement between PCC Group,
Inc. and 1st Net Technologies, Inc. dated February 11, 1999.
5 Opinion of Counsel as to the legality of securities being
registered.
23.1 Consent of Independent Auditors (included on page II-6)
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney (previously filed with the Company's
Registration Statement on Form S-8 (Reg. No. 333-72475) filed on
February 17, 1999).
EXHIBIT 4
INTERNET WEB SITE
DEVELOPMENT AGREEMENT
THIS AGREEMENT made and entered into on this 11th day of
February, 1999, by and between 1st Net Technologies, Inc., a
Colorado Corporation, having offices at 11423 West Bernardo
Court, San Diego, California 92127 (hereafter referred to as 1st
NET) and PCC Group, Inc. having offices at 163 University
Parkway, Pomona, CA 91768 (hereafter referred to as PCCG).
WITNESSETH:
WHEREAS, 1st NET desires to enter into an agreement as an
independent contractor whereby 1st NET will provide
marketing and database services for PCCG in connection with
its Computer Discount Center web site <www.123cdc.com>; and
WHEREAS, PCCG is a public company that is, at this time,
trading its common stock on the NASDAQ SmallCap Market; and
WHEREAS, the parties hereto desire to enter into an
agreement which will define their rights and
responsibilities toward each other.
NOW, THEREFORE, in consideration of the mutual covenants and
conditions herein contained, the parties hereto agree as follows:
1. 1st NET shall at all times act as an independent contractor
in the transaction of its business and shall conduct its
activities in accordance with the rules and regulations and
the long standing recognized practices of the industry.
Nothing contained in this Agreement shall be construed to
create the relationship of employer and employee between
PCCG and 1st NET.
2. This Agreement shall commence on the date hereof and will
terminate on the earliest of the following:
(a) Eight (8) months from the date of this Agreement,
unless terminated by either party upon 30 days written
notice to the other party.
(b) For cause, which shall be determined solely by the
following:
i. Upon termination for cause by PCCG upon 30 days
written notice thereof;
ii. Material breach of duties by 1st Net of this
agreement;
iii. Dishonesty related to independent contractor
status with PCCG;
iv. Violation of any rule or regulation of any
regulatory agency;
v. Any other neglect, act or omission detrimental to
the conduct of PCCG;
vi. Failure to pay as described in section 8.
(c) Upon termination for cause by 1st NET upon ten (10)
days written notice. Cause shall be determined solely
by the following:
i. Dishonesty related to material facts regarding the
development of the company's projects;
ii. Violation of any rule or regulation of any
regulatory agency that affects 1st Net; or
iii. Any other neglect, act or omission detrimental to
the conduct of 1st NET.
3. 1st NET will engage in the marketing and promotion of PCC
Group's internet web site, Computer Discount Center
<www.123cdc.com>.
Phase ONE: Initial Site Launch Marketing
A) Announcing web site with Internet search engines
and directories
B) Target E-Mail extraction and dissemination.
C) Newsgroup awareness program.
D) Research and purchase of keyword banner ad
placements in both US and Asian markets.
E) Onsite events (i.e. Grand Opening/sale/contest).
F) Integrating your traditional sales and marketing
programs.
G) Ongoing traffic analysis and optimization.
**Keyword banner ad purchases will vary notably in price and
availability. For this reason cost for these services will
be reviewed and approved on a case by case basis and are
over and above price quotes contained in this contract.
Phase TWO: Strategic Marketing
A) Research and development of online strategic
alliances worldwide.
B) Optimization and continuation of Phase One.
Phase THREE: Measuring the Results
A) Detailed analysis report of both Phase One & Two.
B) Re-implementation of Phase One utilizing analysis
report.
(See sections 7 & 8 for payment, fee schedules and
contract end date).
4. 1st NET shall be responsible for the payment of all expenses
and taxes or other liabilities, which 1st NET incurs due to
the receipt of any compensation as a result of this
Agreement.
5. 1st NET shall be free to exercise its own judgment as to the
time, place and manner of its actual marketing activities
related to this Agreement. PCCG acknowledges that 1st NET is
engaged in other business activities and that it will
continue such activities during the term of this Agreement.
1st NET shall not be restricted from engaging in other
business activities during the term of this Agreement.
6. Neither during the term of this Agreement nor thereafter
shall 1st NET use any information acquired by them in a
manner adverse to the interests of PCCG or do any act to
damage the goodwill of PCCG. 1st NET shall supply to PCCG
upon request all sources of information and shall not make
an untrue statements or representations, nor fail to state
any material fact to PCCG. 1st NET shall indemnify and hold
PCCG harmless from the claim of any client or company due to
any allegation of fraud or misrepresentation from any and
all damages related thereto. This provision shall survive
the termination of this Agreement.
7. 1st NET understands and agrees that in performance of its
duties hereunder they will have certain confidential and
proprietary information ("information") concerning PCCG,
some of which are confidential, proprietary and may be trade
secrets of PCCG. 1st NET agrees to hold all of such
information within its own organization and shall not,
without the prior written consent of an authorized officer
of PCCG utilize, communicate, or otherwise disclose said
information or any part thereof, to any third party in any
manner.
(a) PCCG will pay a fee of 20,000 shares of PCCG common
stock, for the services described in Section 3.
Payment arrangements as follows: Eight equal payments
of 2,500 shares of PCCG common stock will be due no
later than the 1st of each month until the termination
date of this contract with the final payment due on
August 1, 1999; provided that the first and second
payment of shares are not due until February 20, 1999.
The payment of 2500 shares is earned on a monthly
basis, and upon 30 days written notice by either party,
the arrangement is terminated and the balance of the
shares will be canceled.
(b) PCCG agrees to register the shares of common stock
granted to 1st NET by filing a Form S-8 with the
Securities and Exchange Commission.
8. Monthly maintenance fees can be increased at anytime during
the term of this contract to fulfill any additional
requirements of PCCG as mutually agreed by both parties.
This contract terminates on August 27th, 1999 or eight (8)
months from the date of this agreement. Late payments will
suspend any and all performance by 1st NET and all payments
are non-refundable.
9. In the event that any claim, lawsuit or controversy arises
or is brought against PCCG or 1st NET as a result of any
action or inaction of 1st NET or PCCG, the expenses
incurred, including reasonable attorneys' fees shall be
borne by the losing party.
10. This agreement shall supersede all former agreements, which
may have existed between the parties hereto, whether oral or
written. In particular, this agreement supersedes and
replaces the earlier signed version of this contract which
was dated December 29, 1998. Neither party may assign this
contract nor any payment nor benefits to which the parties
may become entitled, without prior written consent.
11. This Agreement shall be deemed a California contract and
governed by the laws thereof. Any provision of this
Agreement prohibited by the laws of any state shall, as to
such state, be ineffectual only to the extent of such
prohibition and shall not invalidate the remaining
provisions of this Agreement.
12. Any controversy or claim arising out of or relating to this
contract, or the breach thereof, shall be settled by
arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association, and judgment
upon the award rendered by the arbitrator(s) may be entered
in any court having jurisdiction thereof.
IN WITNESS HEREOF, the parties hereto have executed this document
as of the date and year written below:
BY: /s/ Jack Wen DATE: 2/13/99
------------------------------- ----------
Jack Wen
PCC Group, Inc.
BY: /s/ Clifford J. Smith DATE: 2/15/99
------------------------------- ----------
Clifford J. Smith, President
1st Net Technologies, Inc.
EXHIBIT 5
February 16, 1999
PCC Group, Inc.
163 University Parkway
Pomona, California 91768
Re: Registration Statement on Form S-8
----------------------------------
Dear Sirs:
We have acted as counsel for PCC Group, Inc. (the
"Company") in connection with the preparation and filing of the
Company's Registration Statement on Form S-8 under the Securities
Act of 1933, as amended (the "Registration Statement"), providing
for the registration of an aggregate of 20,000 shares (the
"Shares") of the Company Common Stock, $.01 par value, all
issuable to 1st Net Technologies, Inc. pursuant to an Internet
Web Site Development Agreement (the "Consulting Agreement").
For purposes of this opinion, we have examined
originals or copies, certified or otherwise identified to our
satisfaction, of the Consulting Agreement and of such other
documents, corporate records, certificates of public officials
and other instruments as we deemed necessary or advisable for
purposes of this opinion. In our examination, we have assumed
the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to
originals of all documents submitted to us as certified,
photostatic or conformed copies, and the authenticity of
originals of all such latter documents. We have also assumed the
due execution and delivery of all documents where due execution
and delivery are prerequisites to the effectiveness thereof.
Based on the foregoing examination, we are of the
opinion that the Shares are duly authorized and, when issued in
accordance with the Consulting Agreement, will be validly issued,
fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit
to the Registration Statement and to all references therein to
our firm.
By giving you this opinion and consent, we do not admit
that we are experts with respect to any part of the Registration
Statement or Prospectus within the meaning of the term "expert"
as used in Section 11 of the Securities Act of 1933, as amended,
or the rules and regulations promulgated thereunder, nor do we
admit that we are in the category of persons whose consent is
required under Section 7 of said Act.
Very truly yours,
/s/ Troy & Gould
Troy & Gould
Professional Corporation
