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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN DIVERSIFIED GROUP, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 86-0359523
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
501 SOUTH DIXIE HIGHWAY 33401
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WEST PALM BEACH. FL (ZIP CODE)
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
CONSULTING AND EMPLOYMENT AGREEMENTS
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(FULL NAME OF THE PLANS)
JERROLD R. HINTON
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AMERICAN DIVERSIFIED GROUP, INC.
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501 SOUTH DIXIE HIGHWAY
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WEST PALM BEACH, FL 33401
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(NAME AND ADDRESS OF AGENT FOR SERVICES)
(800) 793-4469
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES UNDER THE PLAN:
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AS SOON AS PRACTICABLE AFTER THIS
REGISTRATION STATEMENT BECOMES EFFECTIVE
TOTAL NUMBER OF PAGES: 13
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EXHIBIT INDEX BEGINS ON SEQUENTIALLY NUMBERED PAGE: 9
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CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED
SECURITIES MAXIMUM MAXIMUM AMOUNT OF
TO BE AMOUNT TO BE OFFERING AGGREGATE REGISTRATION
REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE(2)
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COMMON STOCK
PAR VALUE
$.001 5,000,000(1) $.05 (2) $250,000 $100.00
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(1) Represents shares issued pursuant to a consulting agreement and an
employment for continuing services to the Registrant. Additional shares may be
issued to consultants and employees under the agreements as set forth in prior
Registration Statements plus such indeterminate number of shares pursuant to
Rule 416 as may be issued in respect to stock splits, stock dividends and other
similar recapitalizations. This post effective amendment reflects the
registration of 4,000,000 additional shares issued to a consultant for an
increasing scope of services to the Registrant and 1,000,000 shares to the
Company's key executive officer for continuing to work full time without salary.
(2) Estimated solely for the purpose of calculating the registration fee, based
on the average of the bid and asked price of the Registrant's Common Stock on
December 31, 1996. The Registrant in its initial filing of this Form S-8, duly
filed on the EDGAR System on December 18, 1996, paid a registration fee of $100
with respect to the issuance of 4,700,000 shares.
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PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
ITEM 1. PLAN INFORMATION.
American Diversified Group, Inc. (hereinafter "ADGI" or the "Registrant") has
heretofore entered into a consulting agreement dated February 12, 1996 with
Emerging Trends Linkages Corp., a New York corporation ("ETLC"), which agreement
was amended on May 31, 1996, to provide for the sale by ETLC, on behalf of the
Company, of Test Kits for Strep, Cholera, Syphilis, and Gonorrhea, in addition
to the previously contracted for sale of human serum albumin (HSA). In
connection with this post-effective amendment, an additional 4,000,000 shares
are being issued to ETLC, which shares included herein for registration on this
Registration Statement on Form S-8, to be filed under the Securities Act of
1933, as amended (the "Act").
The above mentioned agreements with ETLC were filed as exhibits to the
Company's filing under the Act and the Securities Exchange Act of 1934 (the
"Exchange Act"). ETLC has continued to provide consulting services, including
but not limited to the following: ETLC received initial orders from the Central
Pharmacy for the Republic of Guinea to purchase $200,000 in HSA and Test Kits,
which products are presently in the Company's product line, and for which it has
supply available; ETLC received a second order for approximately $720,000 for
generic drugs and vitamins. The Company has undertaken to contract with third
party manufacturers and/or suppliers of generic drugs and vitamins to fulfill
this order, and believes that it will be able to fill the order from one or more
sources at terms and conditions satisfactory to the Company. Both purchase
orders contemplate shipment commencing during the first quarter of 1997, and
continuing to completion within twelve months. ETLC has assigned to the Company
both of these purchase orders.
ETLC's assignment to the Company of the purchase order for generic drugs and
vitamins was beyond the scope of the initial and amended agreements, and
provides for the sale of products by the Company that are not currently within
its product line. Nevertheless, the Company firmly believes that, with the
assistance of ETLC, it will be able to supply such generic drugs and vitamins at
prices that shall permit the Company to generate a profit. As part of its
services, ETLC has also secured all necessary registrations and products
approvals from the Republic of Guinea and has begun to secure product
registration elsewhere in West Africa for the sale of the Company's products.
This post-effective amendment is for the purpose of issuing an additional
4,000,000 shares to ETLC for its expanded efforts on behalf of the Company,
including pursuit of product registration in the Republic of Mali
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and preliminary arrangements for the purchase of Company's medical laboratory
equipment for the medical/pharmaceutical clinical laboratory for shipment to the
Republic of Guinea following ETLC having secured approval to develop a clinical
laboratory in the Republic of Guinea. The Company, based upon the
representations of ETLC shall receive the contract to supply medical equipment
and supplies, as well as generic pharmaceutical products for the laboratory. In
addition, in this post-effective amendment the Company agreed to issue 1,000,000
shares to Jerrold R. Hinton, President and Chief Executive Officer, for
continuing to work full time on its behalf without salary.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Registrant shall provide the Consultant without charge, upon its written
or oral request, the documents incorporated reference in Item 3 of Part II of
this Registration Statement. The Registrant shall also provide the Consultant
without charge, upon its written or oral request, with all other documents
required to be delivered to Consultant pursuant to Rule 428(b) under the Act.
Any and all such requests shall be directed to the Registrant at 501 South Dixie
Highway, West Palm Beach, FL 33401.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the year ended December
31, 1995, filed pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act").
(b) The Registrant's Quarterly Reports on Form 10-QSB for the period ended
March 31, 1995, June 30, 1995 and September 31, 1995, and March 31, 1996, June
30, 1996 and September 30, 1996, and the Form 10-QSB/A for the period ended June
30, 1996, all filed pursuant to Section 13 or 15(d) of the Exchange Act.
(c) All other reports filed by the Registrant pursuant to Section 13 or 15(d)
of the Exchange Act since the end of the fiscal year ended December 31, 1995,
including its Form 8-K and Form 8-K/A.
(d) A description of the Registrant's common stock contained in the exhibits
to Registrant's Quarterly Report on Form 10-QSB for the three months ended March
31, 1995.
(e) All documents subsequently filed by the Registrant pursuant to the
Exchange Act prior to the filing of a post-effective amendment indicating that
all such securities then unsold, shall be deemed to be incorporated by reference
into this Registration Statement and to be part hereof from the date of filing
such documents.
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ITEM 4. DESCRIPTION OF SECURITIES.
The Registrant has authorized 100,000,000 shares of common stock, par value
$.001 (the "Common Stock"), and 50,000,000 shares of preferred stock, series A
(the "Series A Preferred").
Holders of Registrant's Common Stock are entitled to one vote per share on
each matter submitted to a vote of stockholders. Shares of Common Stock do not
carry cumulative voting rights and, therefore, holders of the majority of the
outstanding shares of Common Stock are able to elect the entire board of
directors and, if they do so, minority stockholders would not be able to elect
any members of the board of directors. Holders of Common Stock are entitled to
receive such dividends as the board of directors may from time to time declare
out of funds legally available for the payment of dividends. During the last two
fiscal years, the Registrant has not paid cash dividends on its Common Stock and
does not anticipate that it will pay cash dividends in the foreseeable future.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Thomas J. Craft, Esq., counsel to the Registrant in connection with the
preparation of this post-effective amendment to the Registration Statement on
Form S-8, is the record and beneficial owner of 350,000 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Registrant's Articles of Incorporation, as amended, By-laws and
Nevada Revised Statutes indemnify all persons so identified as being covered,
including officers and directors, from personal liability as described below.
The Registrant's Articles of Incorporation, as amended, provide that the
Registrant's officers and directors shall not be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability: (I) for acts or omissions which involve
intentional misconduct, fraud, or a knowing violation of law or (ii) for the
payment of dividends in violation of Nevada Revised Statues 78.300. The Nevada
Revised Statues also limit the personal liability of officers and directors
under certain circumstances as set forth below:
"Section 78-751 of Nevada Revised Statues contains provisions relating to
the indemnification of officers and directors.
This section generally provides that a corporation may indemnify any
person who was or is a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except for an action by or in right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation. It
must be shown that he acted in good faith and in a manner which he reasonably
deemed to be in or not opposed to the best interests of the corporation.
Generally, no indemnification may be made where the person has been determined
to be negligent or guilty of misconduct in the performance of his duty to the
corporation " See Item 9(e) (ii) below:
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS:
Pursuant to Item 601 of Rule S-K, the following Exhibits are annexed
hereto:
Exhibit 5 Opinion of Thomas J. Craft, Esq.
Exhibit 23 Consent of Thomas J. Craft, Esq. (Contained in the Opinion)
Exhibit 23.1 Consent of Fred Grant, Certified Public Accountant
ITEM 9. UNDERTAKINGS:
The undersigned Registrants hereby undertakes:
(a) 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.
(b) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement.
(c) That for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.
(d) 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.
(e)(i) The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, as
amended, each filing of the Registrant's Annual Report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
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 shall be deemed to be the initial bona fide offering thereof..
(e)(ii) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy
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as expressed in the Act and is, therefore, unenforceable. In the event that a
claim against such liabilities (other than payment by the Company of expenses
paid or incurred by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
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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 for filing on Form S-8 and has duly caused this Post-
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of West Palm
Beach, and the State of Florida, on the 31st day of December, 1996.
/s/ Jerrold R. Hinton
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By: Jerrold R. Hinton
Title: President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registration Statement has been signed by the following persons in the
capacities and on the date indicated
Dated: West Palm Beach, Florida
December 31, 1996
/s/ Jerrold R. Hinton
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By: Dr. Jerrold R. Hinton,
Title: President, Chief Executive Officer
and Director
Thomas J. Craft, Esq.
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By: Thomas J. Craft, Esq.
Secretary and Director
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EXHIBIT INDEX
EXHIBIT NUMBER ITEM
5 Opinion of Thomas J. Craft, Esq.
23 Consent of Thomas J. Craft, Esq. (Contained in the Opinion)
23.1 Consent of Fred Grant, Certified Public Accountant
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EXHIBIT 5
December 31, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: American Diversified Group, Inc.
Post-Effective Amendment to
Registration Statement on Form S-8
Gentlemen:
I have been requested by American Diversified Group, Inc. (the "Registrant")
to furnish an opinion as to matters hereinafter set forth in connection with the
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8,
covering a total of 5,000,000 shares of common stock, which shares are being
issued for services by the Registrant's President, Chief Executive Officer and a
consultant, to the Registrant.
In connection with this opinion, I have reviewed the filings of the Registrant
incorporated by reference in the registration statement, and have determined
that the Registrant is current in its reporting requirements under the
Securities Exchange Act or 1934. I have further determined that the shares have
been legally issued, and are fully paid and non-assessable shares of the
Registrant. Further, the Registrant has duly authorized the issuance of the
shares and the filing of this Post-Effective Amendment to the Registration
Statement on Form S-8.
I hereby consent to the inclusion of this opinion in the Post-Effective
Amendment to the Registration Statement on Form S-8.
Very truly yours,
/s/ Thomas J. Craft
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Thomas J. Craft
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EXHIBIT 23
(CONTAINED IN EXHIBIT 5)
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EXHIBIT 23.1
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
I previously issued my report, accompanying the consolidated financial
statements, incorporated herein by reference, of the Registrant and subsidiary
on Form 10-KSB for the fiscal year ended December 31, 1995. I hereby consent to
the incorporation by reference of said report in the Post-Effective Amendment
No. 1 to the Registration Statement on Form S-8 being filed with the Securities
and Exchange Commission by the Registrant.
/s/ Fred Grant, Certified Public Accountant
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December 27, 1996
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