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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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 88-0292161
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
700 CANAL STREET, 3RD FL 06902
STAMFORD, CT -----
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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COMPENSATION AND CONSULTING 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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700 CANAL STREET, 3RD FL.
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STAMFORD, CT 06902
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(NAME AND ADDRESS OF AGENT FOR SERVICES)
(203) 328-3092
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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: 14
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EXHIBIT INDEX BEGINS ON SEQUENTIALLY NUMBERED PAGE: 8
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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
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<S> <C> <C> <C> <C>
COMMON STOCK
PAR VALUE $.001 25,500,000(1) $.025 (2) $637,500 $205.65
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</TABLE>
(1) Represents shares issued pursuant to employment and consulting agreements
with certain persons and entities who have provided and are continuing to
provide services to the Registrant. Additional shares may be issued to the
consultants under the agreements as set forth in the Registrations Statement
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.
(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
July 16, 1997.
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PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
ITEM 1. PLAN INFORMATION.
American Diversified Group, Inc. (hereinafter "ADGI" or the "Company")
has heretofore entered into agreements with third party consultants, officers,
directors and counsel with respect to the issuance of shares of the Company's
common stock for services to the Company. In consideration for continuing
services to the Company during the period from February, 1997 through the date
hereof, and for such longer time period that the Company shall require services
but lack the cash flow to compensate such persons, the Company has prepared this
Form S-8 registration statement to provide for the issuance of shares under
compensation plans and agreements, as described below.
The Company, pursuant to an employment arrangement with its
president/chief executive officer, Jerrold R. Hinton, has agreed to issue to Mr.
Hinton 6,500,000 shares in consideration for Mr. Hinton continuing to work full
time on the Company's behalf without any salary or other compensation. Mr.
Hinton has worked without cash compensation from the Company since March, 1995,
and has agreed to defer any salary payment under his three year employment
agreement, executed in 1996, until such time as the Company shall have a
positive cash flow from operations.
The Company is issuing a total of 9,000,000 shares in lieu of other
compensation, to Thomas J. Craft, Jr., Esq., his consultants and staff. Mr.
Craft is the Company's corporate securities attorney, corporate secretary and a
director and together with his staff has served the Company and assisting the
Company in the sourcing of pharmaceuticals and diagnostic test kits, including
increasing the Company's product line to include dengue fever and a rapid AIDS
test kit, sourcing dengue fever and malaria vivex test kits. Mr. Craft has also
been providing continuing professional services, including preparation of this
registration statement and preparation of the Company's recent Annual Reports on
Form 10-KSB/A, and Form 10-KSB, and its Quarterly Reports on Form 10-QSB.
The Company has also agreed to issue 5,000,000 shares to Emerging
Trends Linkages Corp. ("ETLC") in consideration for ETLC's continued services,
including but not limited to the following: ETLC received from the Central
Pharmacy for the Republic of Guinea orders to purchase from the Company human
serum albumin and diagnostic test kits; expanding the Company's product line to
include generic pharmaceutical products and vitamins pursuant to orders from the
Republic of Guinea; coordinating the sourcing from third party manufacturers and
suppliers of generic drugs and vitamins to fulfill the existing orders assigned
to the Company by ETLC; generating purchase orders for the Company from the
National Health Foundation of Brazil, State of Roraima, for dengue fever test
kits and malaria vivex test kits, pursuing additional sales of pharmaceutical
products in other countries in West Africa; and sending to the National
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Blood Bank, Ivory Coast, on behalf of the Company, samples of blood derivative
products, manufactured by The Bayer Corporation, Biological Products Division,
which samples, when approved, will result in additional purchase orders for the
Company. ETLC has committed to generate up to $15 million in purchase orders for
the Company from sales of the above referenced generic pharmaceutical products,
diagnostic test kits, blood derivative products, among others, to countries in
West Africa and Brazil. In addition, ETLC has been sourcing diagnostic test kits
together with the Company pursuant to a recent request for diagnostic test kit
data from the Philippines.
Further, the Company has agreed to issue 4,000,000 shares to Ms.
Judith Grossman, a consultant to the Company for the past two years, in
consideration for her past and continuing services to the Company, including but
not limited to assisting the Company in including securing for the Company a
commitment for pre-export financing from an institutional lender, securing pre-
export financing from private lenders to fund purchases of products subject to
the initial shipments of generic pharmaceuticals and diagnostic test kits to the
Republic of Guinea, and working with ETLC in the sourcing of pharmaceutical
products. The Company has agreed to issue 1,000,000 shares to Atlantic Union
Distribution Ltd., 45 Crescent Road, Tilehurst, Reading, RG315AH, England, for
introductions on behalf of the Company to Kuwaiti pharmaceutical distributors
and potential joint venture partners in Europe during the period from in May,
1996 to the present.
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.
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 and 10-KSB/A for
the year ended December
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31, 1995, and Annual Report on Form 10-KSB for the year ended December 31, 1996,
filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act").
(b) The Registrant's Quarterly Report on Form 10-QSB for the period
ended March 31, 1997 filed pursuant to Section 13 or 15(d) of the Exchange Act.
(c) 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.
(d) 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 200,000,000 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 Registration Statement on Form S-8, shall be the record
owner of 10,250,000 shares of Common Stock, 9,000,000 of which shares are
included in this Registration Statement, which include shares issued to Mr.
Craft and to his consultants and staff.
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:
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"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 Grant-Schwartz Associates, Certified Public
Accountants
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
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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.
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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
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
16th day of July, 1997.
/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: Stamford, CT
July 16, 1997
/s/ Jerrold R. Hinton
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By: Jerrold R. Hinton,
Title: President, Chief Executive
Officer and Director
/s/ Thomas J. Craft, Jr.
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By: Thomas J. Craft, Jr.
Secretary and Director
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER ITEM
<S> <C>
5 Opinion of Thomas J. Craft, Esq.
23 Consent of Thomas J. Craft, Esq. (Contained in the Opinion)
23.1 Consent of Grant-Schwartz, Associates, Certified Public
Accountant
</TABLE>
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EXHIBIT 5
THOMAS J. CRAFT, JR., ESQ.
11000 PROSPERITY FARMS ROAD
PALM BEACH GARDENS, FL 33410
(561) 691-1998
July 16, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: American Diversified Group, Inc.
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 registration statement on Form S-8 under the Securities Act
of 1933, as amended (the " Act"), covering a total of 25,500,000 shares of
common stock, which shares are being issued for services to the Company by
employees and consultants 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 registration statement on Form S-8 under the Act.
I hereby consent to the inclusion of this opinion in the registration
statement on Form S-8 being duly filed with the Securities and Exchange
Commission.
Very truly yours,
/s/ Thomas J. Craft, Esq.
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Thomas J. Craft
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
I previously issued my report, accompanying the financial statements,
incorporated herein by reference, of the Registrant in its Annual Report on Form
10-KSB for the fiscal year ended December 31, 1996. I hereby consent to the
incorporation by reference of said report in the Registration Statement on Form
S-8 being filed with the Securities and Exchange Commission by the Registrant.
/s/ Grant-Schwartz Associates, Certified Public Accountants
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GRANT-SCHWARTZ, ASSOCIATES, CPA'S
July 16, 1997
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