As filed with the Securities and Exchange Commission on April 5, 1999 Commission
File Number 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FAB Global Inc.
(Exact name of Registrant as specified in charter)
Delaware 59-3461241
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1612 N. Osceola Ave.
Clearwater, Florida 33755
(Address of principal executive offices) (Zip Code)
1997 Compensatory Stock Grant
1999 Compensatory Stock Grants
(Full title of the Plan)
Sally A. Fonner, President
FAB Global Inc.
1612 N. Osceola Ave.
Clearwater, Florida 33755
(address of agent for service)
(727) 443-3434
(Telephone number, including area code, of agent for service)
==============================================================================
CALCULATION OF REGISTRATION FEE
==============================================================================
PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PER SHARE (1)OFFERING (1) FEE
==============================================================================
1997 Compensatory Stock Grant 300,000 $1.00 $300,000 $83.40
1999 Compensatory Stock Grants 720,000 $1.00 $720,000 $200.16
==============================================================================
Totals 1,020,000 $1,020,000 $283.56
==============================================================================
(1) Estimated pursuant to Rule 457(c) solely for the purpose of computing the
registration fee.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information concerning the 1997 Compensatory
Stock Grant and 1999 Compensatory Stock Grants of FAB Global Inc., required by
Item 1 of Form S-8 and the statement of availability of Registrant Information,
Plan Information, and other information required by Item 2 of Form S-8 will be
sent or given to participants as specified by Rule 428 under the Securities Act
of 1933, as amended ("Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. The Registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the following documents filed by FAB Global Inc., a Georgia
corporation formerly known as Marci International Imports, Inc. (the "Company"),
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference into this Registration Statement on Form S-8 ("Registration
Statement") by reference and shall be deemed to be a part thereof:
(a) The Company's Annual Report on Form 10-KSB for the year ended May 3,
1998;
(b) The following reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since
the end of the fiscal year ended December 31, 1997:
(i) The Company's Quarterly Report on Form 10-QSB for the 3-month
period ended August 5, 1998
(ii) The Company's Quarterly Report on Form 10-QSB for the 3-month
period ended November 6, 1998
(iii) The Company's Quarterly Report on Form 10-QSB for the 3-month
period ended February 6, 1999
(c) Not applicable.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to 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 have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents. The Company will provide, without charge, each
participant in the 1997 Compensatory Stock Grant and each participant in the
1999 Compensatory Stock Grants, upon written or oral request directed to the
Company's Secretary at the Company's executive offices, a copy (without exhibits
thereto other than exhibits which are specifically incorporated herein by
reference) of any or all documents incorporated by reference to this Item 3.
ITEM 4. DESCRIPTION OF SECURITIES.
Authorized Stock
The authorized capital stock of the Company consists of 25,000,000 shares
of $0.01 par value Common Stock and 5,000,000 shares of $0.01 par value
Preferred Stock. The Preferred Stock may be issued in one or more series as
determined by the Board of Directors, and the board is authorized to fix the
rights, preferences, privileges and restrictions of any such series. The Board
of Directors may, without stockholder approval, provide for the issuance of
Preferred Stock that could have voting, conversion or other rights superior to
the rights of holders of Common Stock and such an action could have the effect
of delaying or preventing a change in control of the Company. At the date of
this Registration Statement (after giving pro forma effect to the reverse split
described in the Company's Current Report on Form 8-K dated April 2, 1999)
approximately 300,000 shares of Common Stock are issued and outstanding and
1,020,000 shares of Common Stock are reserved for issuance in connection with
the 1997 Compensatory Stock Grant and the 1999 Compensatory Stock Grants. No
shares of Preferred Stock are outstanding. All issued and outstanding Common
Stock of the Company is fully paid and nonassessable.
Common Stock
Holders of shares of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders of the Company. Except as may be
required by applicable law, holders of shares of Common Stock will not vote
separately as a class, but will vote together with the holders of outstanding
shares of other classes of capital stock. There is no right to cumulate votes
for the election of directors. A majority of the issued and outstanding shares
of Common Stock constitutes a quorum at any meeting of stockholders and the vote
by the holders of a majority of the outstanding shares is required to effect
certain fundamental corporation changes such as liquidation, merger or amendment
of the Certificate.
Holders of shares of Common Stock are entitled to receive dividends, if,
as, and when declared by the Board of Directors out of funds legally available
therefor, after payment of dividends required to be paid on any outstanding
shares of Preferred Stock. Upon liquidation of the Company, holders of shares of
Common Stock are entitled to share ratably in all assets of the Company
remaining after payment of liabilities, subject to the liquidation preferences
rights of any outstanding shares of Preferred Stock. Holders of shares of Common
Stock have no conversion, redemption or preemptive rights. The rights of the
holders of Common Stock will be subject to, and may be adversely affected by,
the rights of the holders of Preferred Stock. The outstanding shares of Common
Stock are fully paid and nonassessable.
Preferred Stock
Under the Company's Certificate, the Board of Directors has the power,
without further action by the holders of the Common Stock, to designate the
relative rights and preferences of the Company's Preferred Stock, when and if
issued. Such rights and preferences could include preferences as to liquidation,
redemption and conversion rights, voting rights, dividends or other preferences,
any of which may be dilutive of the interest of the holders of the Common Stock.
The issuance of the Preferred Stock may have the effect of delaying or
preventing a change in control of the Company and may have an adverse effect on
the rights of the holders of Common Stock.
The Board of Directors may, without further action by the stockholders of
the Company, issue shares of Preferred Stock in one or more series and fix the
rights and preferences thereof, including the dividend rights, dividend rates,
conversion rights, voting rights, terms of redemption (including sinking fund
provisions), liquidation preferences and the number of shares constituting any
series. The rights of holders of Common Stock will be subject to, and may be
adversely affected by, the rights of holders of Preferred Stock. While the
issuance of Preferred Stock provides desired flexibility in connection with
additional financing, possible acquisitions and other corporate purposes, future
issuances may have the effect of delaying, deferring or preventing the change of
control of the Company without further action by the Shareholders and may
discourage bids for the Common Stock at a premium over the market price.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
John L. Petersen, legal counsel for the Company in connection with this
registration statement and other matters is entitled to receive 150,000 shares
of Common Stock as compensation for legal services rendered. Such shares have
been included in and registered by this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended Certificate of Incorporation and By-laws
are intended to take full advantage of the enabling provisions of the General
Corporation Law of the State of Georgia with respect to limiting the personal
liability of its officers, directors, employees and agents. The Amended and
Restated Certificate of Incorporation and By-laws provide that the Company may
indemnify current and former directors, officers, employees and agents, and
persons serving in similar capacities in the subsidiaries or other entities in
which the Company has an interest to the fullest extent permitted by law. Thus,
the Company may be prevented from recovering damages for certain alleged errors
or omissions by the officers and directors of the Company. Under the Company's
By-laws, indemnification payments may only be made upon a determination that the
indemnified person acted in good faith and in a manner such person reasonably
believed to be in, or not opposed to, the best interests of the Company and,
with respect to a criminal proceeding, had no reasonable cause to believe such
conduct was unlawful. Such determination shall be made (i) by a majority of the
disinterested members of the Board of Directors, (ii) by independent legal
counsel in a written opinion, or (iii) by the stockholders. It is the position
of the SEC that exculpation from and indemnification for liabilities arising
under the Act and the rules and regulations thereunder is against public policy
and therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Specimen Certificate for shares of Company's $0.01 par value Common
Stock. Exhibit 4.1 to the Company's Current Report on Form 8-K dated
April 2, 1999, is incorporated herein by reference.
5.1 Opinion of John L. Petersen, Attorney at Law, respecting legality of
securities being offered.
23.1 Consent of Want & Ender, Certified Public Accountants.
23.2 Consent of John L. Petersen, Attorney at Law, (also included in
Exhibit 5.1)
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 to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii)Reflect in the prospectus any facts or events arising after the
effective date of the 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 the registration statement; and
(iii) Include any additional or changed material information on 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 (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and 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(g) of the Securities Exchange Act of
1934 that are incorporated by reference in the 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 will 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 the purpose of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
will be deemed to be the initial bona fide offering thereof.
(1) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the documents constituting the prospectus to each
participant to whom such prospectus is sent or given, a copy of the
registrant's annual report to stockholders for its last fiscal year, unless
such participant otherwise has received a copy of such report in which case
the registrant shall state in such prospectus that it will promptly
furnish, without charge, a copy of such report on written request of the
participant.
(2) The undersigned registrant hereby undertakes to transmit or cause to be
transmitted to all participants who do not otherwise receive such material
as stockholders of the registrant, at the time and in the manner such
material is sent to its stockholders, copies of all reports, proxy
statements and other communications distributed to its stockholders
generally
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer 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 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer 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 small business
issuer 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 and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Clearwater, State of Florida on this 5th day of April 1999.
FAB Global Inc.
BY: /s/
Sally A. Fonner, Chief Executive
Officer and Sole Director
FAB Global INC
INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA
THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF NEW YORK
CUSIP 30238K 10 6
NUMBER: FAB _______________
SHARES _________________
[See reverse side for certain definitions]
This certifies that __________________ is the owner of ___________________ FULLY
PAID AND NONASSESSABLE SHARES, OF THE PAR VALUE OF ONE CENT ($0.01) EACH, OF THE
COMMON STOCK OF FAB GLOBAL, INC., transferable only on the books of the
Corporation by the holder hereof in person or by Attorney, upon surrender of
this certificate properly endorsed. The owner hereof by accepting this
Certificate expressly assents to all provisions of the Certificate of
Incorporation of the Corporation as amended, a copy of which is on file with the
Transfer Agent. This certificate is not valid until countersigned by the
Transfer Agent and registered by the Registrar. WITNESS the facsimile seal of
the Corporation and the facsimile signatures of its duly authorized officers.
Dated
Secretary: /s/ Judith Kaufman
Chairman of the Board: /s/ Phillip Geoffrey Cook
Countersigned and Registered: AMERICAN STOCK TRANSFER & TRUST COMPANY, New York
- - Transfer Agent and Registrar [authorized officer [signature]].
Corporate Seal: FAB Global Inc., 1986, Georgia.
REVERSE SIDE:
The Corporation will furnish without charge to each stockholder who so requests
a statement of the designations, powers, preferences and relative participating,
optional or other special rights of each class of stock or series thereof of the
Corporation and the qualifications, limitations or restrictions of such
preferences and/or rights. Such request may be made to the Corporation or the
Transfer Agent.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common; TEN ENT - as tenants by the entireties; JT TEN -
as joint tenants with right of survivorship and not as tenants in common; UNIF
GIFT MIN ACT - __[cust]______custodian, _[minor]_ under Uniform Gifts to Minors
Act (state name). Additional abbreviations may also be used though not in the
above list.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
____________________ [social security number or other identifying number of
assignee; printed name and address of assignee, including zip code] shares of
the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ____________ Attorney to transfer the said
stock on the books of the within named Corporation with full power of
substitution in the premises.
Dated _________________________
Notice: The signature to this assignment must correspond with the name as
written upon the face of the certificate in every particular, without alteration
or enlargement or any change whatever.
Signature(s) Guaranteed:
- -----------------------------
The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
John L. Petersen
5616 San Felipe Attorney at Law Chateau de Barbereche
Suite 200 CH-1783 Barbereche
Houston, Texas 77056 Switzerland
Telephone 713.627.0019 E-mail Telephone 41.26.684.05.00
Facsimile 713.627.0927 [email protected] Facsimile 41.26.684.05.05
April 5, 1999
FAB Global, Inc.
1612 N. Osceola
Clearwater, Florida
Attention: Chairman of the Board
I have acted as counsel for FAB Global, Inc., a Georgia corporation
formerly known as Marci International Imports, Inc. (the "Company"), in
connection with the proposed issuance by the Company of an aggregate of
1,020,000 shares of the Company's Common Stock, $.01 par value ("Common Stock")
pursuant to the Company's 1997 Compensatory Stock Grant and 1999 Compensatory
Stock Grants (collectively, the "Plans").
In connection therewith, I have examined, among other things, the
Certificate of Incorporation, as amended, and By-laws of the Company, the
corporate proceedings with respect to such issuances the Plans and the
Registration Statement on Form S-8 (No. 33-_________) filed by the Company on
April 5, 1999 (the "Registration Statement") with the Securities and Exchange
Commission for the registration, under the Securities Act of 1933, as amended,
of the Common Stock. I am rendering this opinion as of the time the Registration
Statement becomes effective.
Based on my review, I am of the opinion that:
1. The Company is a corporation duly organized validly existing and in
good standing under the laws of the State of Delaware.
2. The Company is entitled to use Form S-8 to register the shares of
Common Stock issuable under the Plans because each of the grantees has
performed bona fide services for the Company and none of the Grants
constitutes compensation for services rendered in connection with the
offer or sale of securities in a capital-raising transaction.
3. The 1,020,000 shares of Common Stock of the Company issued by the
Company to the grantees pursuant to the Plans, have been duly
authorized for issuance, and, subject to compliance with any applicable
Blue Sky laws, upon the issuance and delivery thereof in accordance
with the provisions of the Plans and as set forth in the Registration
Statement and upon issuance will be duly authorized, validly issued,
fully paid and nonassessable.
I hereby consent to the filing, as an exhibit to the Registration
Statement, of this opinion.
Very truly yours,
/s/ John L. Petersen
JOHN L. PETERSEN
Attorney at Law
WANT & ENDER CPA. PC.
CERTIFIED PUBLIC ACCOUNTANTS
MARTIN ENDER CPA
STANLEY Z. WANT CPA, CFP
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Dear Sirs:
As independent certified public accountants, we hereby consent to the
incorporation in this Form S-8 of our report for the year May 5, 1998,
incorporated into the Form 10-KSB of MARCI INTERNATIONAL IMPORTS, INC previously
filed with the Securities and Exchange Commission (SEC File No. 0-15900).
/s/
Martin Ender, C.P.A.
Want & Ender C.P.A, P.C.
April 4, 1999
John L. Petersen
5616 San Felipe Attorney at Law Chateau de Barbereche
Suite 200 CH-1783 Barbereche
Houston, Texas 77056 Switzerland
Telephone 713.627.0019 E-mail Telephone 41.26.684.05.00
Facsimile 713.627.0927 [email protected] Facsimile 41.26.684.05.05
April 5, 1999
FAB Global, Inc.
1612 N. Osceola
Clearwater, Florida
Attention: Chairman of the Board
I have acted as counsel for FAB Global, Inc., a Georgia corporation
formerly known as Marci International Imports, Inc. (the "Company"), in
connection with the proposed issuance by the Company of an aggregate of
1,020,000 shares of the Company's Common Stock, $.01 par value ("Common Stock")
pursuant to the Company's 1997 Compensatory Stock Grant and 1999 Compensatory
Stock Grants (collectively, the "Plans").
In connection therewith, I have examined, among other things, the
Certificate of Incorporation, as amended, and By-laws of the Company, the
corporate proceedings with respect to such issuances the Plans and the
Registration Statement on Form S-8 (No. 33-_________) filed by the Company on
April 5, 1999 (the "Registration Statement") with the Securities and Exchange
Commission for the registration, under the Securities Act of 1933, as amended,
of the Common Stock. I am rendering this opinion as of the time the Registration
Statement becomes effective.
Based on my review, I am of the opinion that:
1. The Company is a corporation duly organized validly existing and in
good standing under the laws of the State of Delaware.
2. The Company is entitled to use Form S-8 to register the shares of
Common Stock issuable under the Plans because each of the grantees has
performed bona fide services for the Company and none of the Grants
constitutes compensation for services rendered in connection with the
offer or sale of securities in a capital-raising transaction.
3. The 1,020,000 shares of Common Stock of the Company issued by the
Company to the grantees pursuant to the Plans, have been duly
authorized for issuance, and, subject to compliance with any applicable
Blue Sky laws, upon the issuance and delivery thereof in accordance
with the provisions of the Plans and as set forth in the Registration
Statement and upon issuance will be duly authorized, validly issued,
fully paid and nonassessable.
I hereby consent to the filing, as an exhibit to the Registration
Statement, of this opinion.
Very truly yours,
/s/ John L. Petersen
JOHN L. PETERSEN
Attorney at Law
