This Registration Statement consists of 7 pages. The Exhibit Index appears on
page 4.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIKING CAPITAL GROUP, INC.
--------------------------
(Exact name of registrant as specified in its charter)
Utah
----
(State or other jurisdiction of incorporation or organization)
87-0442090
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(I.R.S. Employer identification no.)
Two Lincoln Center, Suite 300, 5420 LBJ Freeway,
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Dallas, Texas 75240
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(Address of principal executive offices)(Zip code)
Viking Capital Group, Inc. Employee Benefit Plan
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(Full title of the plan)
William J. Fossen, Chairman, Viking Capital Group, Inc.
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5420 LBJ Freeway, Suite 300, Dallas, Texas 75240
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(Name and address of agent for service)
(972) 386-9996
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount offering aggregate Amount of
securities to to be price per Offering Registration
be registered registered share price fee
- --------------------------------------------------------------------------------
Class A
Common Stock 1,000,000 (1) (2)$0.69 (2)$690,000 $191.82
- --------------------------------------------------------------------------------
(1) Represents shares issuable under certain conditions to Viking Capital
Group, Inc. Employee Benefit Plan as approved by the Board of Directors
of Viking Capital Group, Inc.
(2) Calculated in accordance with Rule 457 using the average of the bid and
ask price on January 19, 1999, for the purpose of calculating fees.
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
All statements and contents of the prior registration statement,
identified by file number 33-91342, are incorporated by reference.
The Registrant incorporates the following additional documents by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1997;
(b) The Registrant's Reports on Form 10-QSB for the Quarters ended
March 31, 1998, June 30, 1998, and September 30, 1998; and
(c) All other documents filed by registrant after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to this Registration Statement which deregisters the securities
covered hereunder which remain unsold.
Item 4. Description of Securities.
Incorporated by reference from prior registration, filing
number 33-91342.
Item 5. Interests of Counsel and Named Experts.
Not applicable.
Item 6. Indemnification of Officers and Directors.
Indemnification of Officers and Directors, Incorporated by
reference from prior registration, filing number 33-91342.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
5 Opinion Letter of Graham, Bright & Smith, P.C. as to the
legality of shares being registered.
24 Consent of Graham, Bright & Smith, P.C., filed as Exhibit 5 to
this Registration Statement.
Item 9. Undertakings.
Incorporated by reference to prior registration, filing number
33-91342.
2
<PAGE>
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, an Amendment thereof, and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on this 23 day of December, 1998.
Viking Capital Group, Inc.
By:/s/ William J. Fossen
--------------------------------
William J. Fossen, President
Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints William J. Fossen or his successor in
office, with full power to act as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities (until revoked in writing) to
sign any and all amendments (including post effective amendments and amendments
thereto) this Registration Statement on Form S-8 of Viking Capital Group, Inc.
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact 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 for all intents and purposes, as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact or his substitute 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
- --------- ----- ----
/s/ William J. Fossen Director & 12/23/98
- ------------------------- President
William J. Fossen
/s/ Matthew W. Fossen Director & 12/23/98
- ------------------------- CFO, Secty, Treas.
Matthew W. Fossen
/s/ Mary M. Pohlmeier Director 1/14/99
- -------------------------
Mary M. Pohlmeier
/s/ Robin M. Sandifer Director 1/14/99
- -------------------------
Robin M. Sandifer
3
<PAGE>
EXHIBIT INDEX
Exhibit Description Page No.
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5 Opinion of Graham, Bright & Smith, P.C. 6
24 Consent of Graham, Bright & Smith, P.C.
filed as Exhibit 5 to the registration
statement 6
4
<PAGE>
EXHIBIT 5, 24
5
<PAGE>
EXHIBIT 5, 24
GRAHAM, BRIGHT & SMITH, P.C.
A Professional Corporation
Attorneys and Counselors
Two Lincoln Centre
5420 LBJ Freeway, Suite 300
Dallas, Texas 75240-2384
RICK J. W. GRAHAM FAX 972-770-2156
972-788-5300
January 21, 1999
Viking Capital Group, Inc.
Two Lincoln Centre
5420 LBJ Freeway, Suite 300
Dallas, Texas 75240
Re: Registration Statement on Amended Form S-8
Ladies and Gentlemen:
You have requested our opinion as to the legality of the issuance by
Viking Capital Group, Inc. (the "Company") of up to 1,000,000 shares of common
stock (the "Shares") pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") dated the 23rd day of December, 1998, which will amend
the Form S-8 filed on January 31, 1996. As your counsel, we have reviewed and
examined the following:
1. the Articles of Incorporation of the Company, (the "Articles");
2. the By-Laws of the Company, as certified by the Secretary of the
Company;
3. the Minute Book of the Company;
4. a copy of certain Resolutions of the Board of Directors of the
Company;
5. the Registration Statement;
6. the Employee Benefit Plan; and
6. such other matters as we have deemed relevant in order to form our
opinion expressed below.
In giving our opinion, we have assumed the authenticity of any document
or instrument submitted to us as an original, the conformity to the original of
any document or instrument submitted to us as a copy and the genuineness of all
signatures on such originals or copies all as submitted by the Company officers.
Based upon the foregoing, and subject to the qualifications set forth
below, we are of the opinion that the Shares, if issued and sold as described in
the Registration Statement and provided that at least par value is paid for the
Shares, will have been duly authorized, legally issued, fully paid and
non-assessable. We express no opinion as to the laws of any jurisdiction other
than those of the United States of America and the State of Texas. Further, our
opinion is subject to the qualification that no opinion is expressed herein as
to the application of State Securities or Blue Sky Laws. We do not purport to be
admitted to practice in the State of Utah.
6
<PAGE>
Viking Capital Group, Inc.
January 21, 1999
Page 2
This opinion is furnished by us as counsel to the Company and is solely
for the Company's benefit. Neither this opinion nor copies hereof may be relied
upon, delivered to or quoted in whole or in part to any governmental agency or
other person without our prior written consent.
Notwithstanding the above, we consent to the use of our opinion in the
Registration Statement. In giving our consent, we do not admit that we are
included within the category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended, or the rules and regulations
thereunder.
Very truly yours,
GRAHAM, BRIGHT & SMITH, P.C.
A Professional Corporation
Attorneys and Counselors
BY: /s/ RICK J. W. GRAHAM
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RICK J. W. GRAHAM
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