As filed with the Securities and Exchange
Commission on February 16, 1999
Reg. No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM
S-8
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)
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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
Amount To Be Maximum Aggregate Offering Amount of
Title of Securities Registered Offering Price Registration
To Be Registered Price Fee
Per Share
Common Stock, $.01 20,000 6.34375(1) $126,250 $36
par value
(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.
________________________________________________________
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 Ito 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.
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 fthe California Corporations Code (section 317) provides
that a California Corporation may indemnify any person who was or is a part
or is threatened to be made a party to any threatened, pending or completed
action or preceeding, whether civil, criminal, adminstrative or investigative
(other than action by or in the right of the corporation) by reason of the
vact 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 expense, judgements, fines and amounts paid in settlement actually
reasonably incurred by him in connection with such action of proceeding if
acted in goode faith and in a manner he reasonable believed to be in or
not opposed to the best interest of the corporation, and with respect to any
criminal action of proceeding had no cause to believe his conduct was unlawful.
Section 317 also provides that a California Corporation may indemify
any person who was or is a party or is threatened to be made a party to any
threatened pending or ompleted action or suit by or in the right of the
corporation to procure a jedgement in its favor by rreason of the fact that
such person acted in any of the capcities set forth above, against expenses
actually and reasonable incurred by him in connectio 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 hte court in which such action
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 proides further that to the extent a director or officer of
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 autorized by sectio 317 shall not be deemed exclusive
of any othr 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 capcity or arising out of his staus 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 Agreementbetween 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.
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney (see page II - 4).
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 posteffective 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
posteffective 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 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 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 Pomona, State of
California, on the 16th day of February 1999.
PCC GROUP, INC.
BY
Jack Wen, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and
appoints each of Jack Wen and Gary L. Blum, his true
and lawful attorney-in-fact and agent, with full
power of each to act alone, with full powers of
substitution, for him in any and all capacities, to
sign this Registration Statement and any and all
amendments hereto, and to file the same, with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and
agents, with full power of each to act alone, full
power and authority to do and perform each and every
act and thing requisite and necessary to be done in
connection therewith, as he might do or could do in
person, hereby ratifying and confirming all that said
attorneysin-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by
virtue hereof.
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
Chairman of the Board and Chief February 12, 1999
Jack Wen Executive Officer(Principal
Executive Officer)
Vice President and February 12, 1999
Donald Johnson Chief Financial Officer
(Principal Financial and
Principal Accounting Officer)
Gary L. Blum Director February 12, 1999
Director February 12, 1999
George Rodda, Jr.
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.
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney (see page II - 4).
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 ofall 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:
