<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
American Diversified Group, Inc.
--------------------------------
(Exact name of Registrant as specified in its charter)
Nevada 86-0359523
------ ----------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
700 Canal Street, 3rd Floor 06902
- --------------------------- -----
Stamford, CT (Zip Code)
- ------------
(Address of principal executive offices)
Consulting Agreement
--------------------
(full name of the plans)
Jerrold R. Hinton
-----------------
American Diversified Group, Inc.
--------------------------------
700 Canal Street, 3rd Floor
---------------------------
Stamford, CT 06902
------------------
(Name and address of agent for services)
(203) 328-3092
--------------
(Telephone number, including area code, of agent for service)
Approximate Date of Commencement of Proposed Sales under the Plan:
------------------------------------------------------------------
As soon as practicable after this
Registration Statement becomes effective
Total Number of Pages: 12
---------------------
Exhibit Index begins on sequentially numbered page: 7
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------
Common Stock
par value $.001 14,500,000(1) $.05 (2) $725,000 $220.00
- --------------------------------------------------------------------------------------
</TABLE>
(1) Represents shares issued pursuant to a consulting for continuing services
to the Registrant. Additional shares may be issued to the consultants 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 14,500,000 additional shares issued to
consultants for an increasing scope of services to the Registrant and to
executive officers and corporate counsel for continuing to provide services to
the Registrant without salary or other compensation.
(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
February 12, 1997.
2
<PAGE>
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 consulting agreements, commencing with an agreement
dated February 12, 1996 with Emerging Trends Linkages Corp., a New York
corporation ("ETLC"), which agreement was subject to subsequent amendments in
order for ETLC to provide an increasing scope of services, for longer periods,
to ADGI. The most recent amendment, a copy of which is an exhibit hereto,
provides for such additional services including, but not limited to, assisting
ADGI in processing all documentation for pre-export financing for funding the
purchase of products that are the subject of the purchase orders generated by
ETLC for ADGI from the Republic of Guinea, sourcing the generic pharmaceuticals
from third party manufacturers for such orders, and providing ADGI with the use
of ETLC's staff to service the purchase orders, and obtain the required product
inserts in the languages required for West Africa, among other additional and
expanded services. This latest amendment to the agreement was entered into on
February 12, 1997 and provides for the registration of an additional 7 million
shares being issued to ETLC in connection with this post-effective amendment no.
2 to this Registration Statement on Form S-8 filed under the Securities Act of
1933, as amended (the "Act").
In addition, this post effective amendment no. 2 also provides for the
issuance of 3 million shares to Jerrold R. Hinton, the Registrant's chief
executive officer and president and a director, for continuing to serve on a
full time basis for ADGI, without payment of any salary under his three (3) year
employment agreement, which salary has been deferred by action of the board of
directors until such time as the Registrant shall begin to generate operating
revenues, the timing of which cannot be assured. The Registrant has also agreed
to issue to Thomas J. Craft, Jr., Esq., a director of the Registrant, who has
also assumed the additional duties of serving as its full time corporate
securities counsel, 3 million shares. Also included the this registration
statement are 1.5 million shares being issued to Ms. Judith Grossman, a
consultant to the Registrant, who was responsible for securing the commitment
from the institutional investment banking firm for the initial pre-export
financing, which financing commitment provides for a continuous revolving line
of credit to fund the purchase of pharmaceutical products subject to the
purchase order from the Republic of Guinea.
Item 2. Registrant Information and Employee Plan Annual Information.
The Registrant shall provide the Consultants without charge, upon their
written or oral request, the documents incorporated reference in Item 3 of Part
II of this Registration Statement. The Registrant shall also provide the
Consultants without charge, upon their written or oral request, with all other
documents required to be delivered to Consultants pursuant to Rule 428(b) under
the Act. Any and all such requests shall be directed to the Registrant at 700
Canal Street, 3rd Floor, Stamford, CT 06902.
3
<PAGE>
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, 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.
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.
4
<PAGE>
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 and is being issued
3,000,000 shares of Common Stock in this registration statement.
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:
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
5
<PAGE>
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 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.
6
<PAGE>
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
7
<PAGE>
EXHIBIT 5
Thomas J, Craft, Jr., Esq.
11000 Prosperity Farms Road
Palm Beach Gardens, FL 33410
(561) 691-1998 Fax: (561) 691-1888
February 12, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: American Diversified Group, Inc.
Post-Effective Amendment No. 2 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. 2 to the Registration Statement
on Form S-8, covering a total of 14,500,000 shares of common stock, which shares
are being issued for services being provided by consultants to the Registrant,
as well as services provided by the Registrant's chief executive officer and the
undersigned, who is the Registrant's corporate counsel and a director.
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 No. 2 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, Jr. Esq.
-----------------------------
Thomas J. Craft, Jr.
8
<PAGE>
EXHIBIT 23
(Contained in Exhibit 5)
9
<PAGE>
EXHIBIT 23.1
10
<PAGE>
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 for filing on Form S-8 and has duly caused this Post-
Effective Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Stamford,
and the State of Connecticut, on the 12th day of February, 1997
/s/ Jerrold R. Hinton
---------------------
By: Jerrold R. Hinton
Title: President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Post Effective Amendment No. 2 to the Registration Statement has been signed by
the following persons in the capacities and on the date indicated
Dated: Stamford, CT
February 12, 1997
/s/ Jerrold R. Hinton
---------------------
By: Dr. Jerrold R. Hinton,
Title: President, Chief Executive Officer
and Director
Thomas J. Craft, Esq.
---------------------
By: Thomas J. Craft, Esq.
Secretary and Director
11
<PAGE>
EXHIBIT 23.1
------------
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. 2 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
--------------------------------------------
February 12, 1997
12
