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As filed with the Securities and Exchange Commission on November 16, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ECOS GROUP, INC.
(Exact name of registrant as specified in its charter)
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Florida 84-1061207
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14505 Commerce Way
Suite 400
Miami Lakes, Florida 33016
(Address of Principal Executive Offices)
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Stock Option Agreements Entered into With
Employees Listed on Annex A Hereto
(Full title of the plan)
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Charles C. Evans
Chief Executive Officer
ECOS Group, Inc.
14505 Commerce Way
Suite 400
Miami Lakes, Florida 33016
(305) 374-8300
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Kara L. MacCullough
Akerman, Senterfitt & Eidson, P.A.
One S.E. Third Avenue, 28th Floor
Miami, Florida 33131
(305) 374-5600
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Calculation of Registration Fee
<TABLE>
<CAPTION>
==============================================================================================================================
Proposed maximum
Title of Amount to Proposed maximum aggregate Amount of
Securities to be registered be registered (2) offering price per share (3) offering price (3) registration fee (3)
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<S> <C> <C> <C> <C>
Common Stock, par value $.012
per share (1) 7,942,667 shares $.06875 $543,183 $143.40
==============================================================================================================================
</TABLE>
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(1) Represents shares issuable upon the exercise of options granted under the
Stock Option Agreements entered into with employees listed on Annex A
hereto.
(2) This registration statement shall also cover any additional shares of
common stock which become issuable under the stock option agreements by
reason of any stock dividend, stock split, recapitalization or similar
transactions.
(3) For the purpose of calculating the registration fee only. Pursuant to Rule
457(h) under the Securities Act of 1933, as amended, the Proposed Maximum
Offering Price Per Share is based on (a) the exercise price per share
($.06875) of outstanding options to purchase 7,842,667 shares and (b) the
exercise price per share ($.04) of outstanding options to purchase 100,000
shares.
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Part I Information Required in the Section 10(a) Prospectus
The documents containing the information required to be included in
Part I of this registration statement will be given or sent to all persons who
entered into Stock Option Agreements with the Company, as specified by Rule 428.
Part II Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") by us are incorporated by reference herein:
<TABLE>
<CAPTION>
Commission Filing (File No. 000-16322) Period Covered or Date of Filing
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<S> <C>
Annual Report on Form 10-KSB................................ Fiscal year ended March 31, 2000
Quarterly Reports on Form 10-QSB............................ Quarters ended June 30, 2000 and September 30, 2000
Description of Common Stock contained in Registrant's
Registration Statement on Form 8-A/A........................ July 3, 1996
All subsequent documents filed by us under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934
prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold... After the date of this registration statement
</TABLE>
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 other subsequently filed document which is also or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Under Section 607.0831 of the Florida Business Corporation Act (the
"FBCA"), a director is not personally liable for monetary damages to the
corporation or any other person for any statement, vote, decision, or failure to
act regarding corporate management or policy unless (1) the director breached or
failed to perform his duties as a director; and (2) the director's breach of, or
failure to perform, those duties constitutes: (a) a violation of the criminal
law, unless the director had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful. A judgment or
other final adjudication against a director in any criminal proceeding for a
violation of the criminal law estops that director from contesting the fact that
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his or her breach, or failure to perform, constitutes a violation of the
criminal law; but does not estop the director from establishing that he or she
had reasonable cause to believe that his or her conduct was lawful or had no
reasonable cause to believe that his or her conduct was unlawful; (b) a
transaction from which the director derived an improper personal benefit, either
directly or indirectly; (c) a circumstance under which the liability provisions
of s. 607.0834 are applicable; (d) in a proceeding by or in the right of the
corporation to procure a judgment in its favor or by or in the right of a
shareholder, conscious disregard for the best interest of the corporation, or
willful misconduct; or (e) in a proceeding by or in the right of someone other
than the corporation or a shareholder, recklessness or an act or omission which
was committed in bad faith or with malicious purpose or in a manner exhibiting
wanton and willful disregard of human rights, safety, or property.
Under Section 607.0850 of the FBCA, a corporation has the power to
indemnify any person who was or is a party to any proceeding (other than an
action by, or in the right of, the corporation), by reason of the fact that he
or she 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, partnership, joint venture, trust or
other enterprise against liability incurred in connection with such proceeding,
including any appeal thereof, if he or she acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any proceeding by judgment, order, settlement or conviction or upon a plea of
nolo contendere or its equivalent shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation or, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.
In addition, under Section 607.0850 of the FBCA, a corporation has the
power to indemnify any person, who was or is a party to any proceeding by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that the person 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, partnership, joint
venture, trust, or other enterprise, against expenses and amounts paid in
settlement not exceeding, in the judgment of the board of directors, the
estimated expense of litigating the proceeding to conclusion, actually and
reasonably incurred in connection with the defense or settlement of such
proceeding, including any appeal thereof. Such indemnification shall be
authorized if such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification shall be made under this subsection
in respect of any claim, issue, or matter as to which such person shall have
been adjudged to be liable unless, and only to the extent that, the court in
which such proceeding was brought, or any other court of competent jurisdiction,
shall determine upon application that, despite the adjudication of liability but
in view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
Under Section 607.0850 of the FBCA, the indemnification and advancement
of expenses provided pursuant to Section 607.0850 of the FBCA are not exclusive,
and a corporation may make any other or further indemnification or advancement
of expenses of any of its directors, officers, employees, or agents, under any
bylaw, agreement, vote of shareholders or disinterested directors, or otherwise,
both as to action in his or her official capacity and as to action in another
capacity while holding such office. However, indemnification or advancement of
expenses shall not be made to or on behalf of any director, officer, employee or
agent if a judgment or other final adjudication establishes that his or her
actions, or omissions to act, were material to the cause of action so
adjudicated and constitute: (a) a violation of the criminal law, unless the
director, officer, employee or agent had reasonable cause to believe his or her
conduct was unlawful; (b) a transaction from which the director, officer,
employee or agent derived an improper personal benefit; (c) in the case of a
director, a circumstance under which the liability provisions of s. 607.0834 are
applicable; or (d) willful misconduct or a conscious disregard for the best
interests of the corporation in a proceeding by or in the right of the
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corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.
The Bylaws of ECOS Group, Inc. (the "Company") provide that the Company
shall, to the fullest extent permitted by the FBCA or any similar provision of
applicable law at the time in effect, indemnify all officers and directors of
the Company.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), 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 Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No. Exhibits
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5.1 Opinion of Akerman, Senterfitt & Eidson, P.A. regarding the
legality of the common stock being registered.
10.19 Form of Non-Qualified Stock Option Agreement between the
registrant and each party listed on Annex A to this
Registration Statement on Form S-8.
23.1 Consent of Morrison, Brown, Argiz & Company.
23.2 Consent of Akerman, Senterfitt & Eidson, P.A. *
24 Power of Attorney.**
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* Included as part of the opinion contained in Exhibit 5.1 herein.
** Included on the signature page.
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;
(ii) To 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) To include any 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.
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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 with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
herein, 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, each filing of the
registrant's annual report pursuant to section 13(a) or 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
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 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 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 and as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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Signatures
Pursuant to the requirements of the Securities Act, 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 Miami Lakes, State of Florida, on the 16th day of
November, 2000.
ECOS GROUP, INC.
By: /s/ Charles C. Evans
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Charles C. Evans
Chief Executive Officer and
Chairman of the Board
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints each of Charles C. Evans and Timothy R. Gipe, or either
of them, each acting alone, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for such person and
in his or her name, place and stead, in any and all capacities, in connection
with the registrant's registration statement on Form S-8 under the Securities
Act of 1933, including to sign the registration statement in the name and on
behalf of the registrant or on behalf of the undersigned as a director or
officer of the registrant, and any and all amendments or supplements to the
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission and any applicable
securities exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes or substitute, may lawfully do or cause to be done
by virtue hereof.
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Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Charles C. Evans Chief Executive Officer and November 16, 2000
--------------------------- Chairman of the Board (principal executive officer)
Charles C. Evans
/s/ Ana Caminas Chief Financial Officer (principal financial and November 16, 2000
--------------------------- accounting officer)
Ana Caminas
/s/ Wendell R. Anderson Director November 16, 2000
---------------------------
Wendell R. Anderson
/s/ Luis De La Cruz Director November 16, 2000
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Luis De La Cruz
/s/ Leon S. Eplan Director November 16, 2000
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Leon S. Eplan
/s/ Timothy R. Gipe Director November 16, 2000
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Timothy R. Gipe
/s/ Joseph F. Startari Director November 16, 2000
---------------------------
Joseph F. Startari
</TABLE>
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Exhibit Index
Exhibit
Number Description
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5.1 Opinion of Akerman, Senterfitt & Eidson, P.A. regarding the
legality of the common stock being registered.
10.19 Form of Non-Qualified Stock Option Agreement between the
registrant and each party listed on Annex A.
23.1 Consent of Morrison, Brown, Argiz & Company.
