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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 4
TO
REGISTRATION STATEMENT
ON FORM S-8
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.)
110 N. Center St., Suite 202 28602
Hickory, NC______ (Zip Code)
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(Address of principal executive offices)
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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110 North Center Street-Suite 202
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Hickory, NC 28601
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(Name and address of agent for services)
(704) 322-2044
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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: 11
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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
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Common Stock
par value $.001 13,000,000(1) $.04 (2) $520,000 $167.75
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(1) Represents shares issued pursuant to consulting agreements for continued
services by officers, directors, consultants, and counsel to the Registrant,
including sales and marketing services for pharmaceutical and medical products
and telecommunication products, promotional services with respect to
Registrant's business, legal services, consulting services for investors
corporate relations, all the foregoing in furtherance of the Registrant's
business. Additional shares may be issued to the officers, directors,
consultants and counsel under agreements as set forth in this Registration
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
March 27, 1998.
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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 agreements with third party
consultants, officers, directors and counsel with respect to the issuance of
shares of the Registrant's common stock for services to the Registrant. In
consideration for increasing the scope of the continuing services rendered and
to be rendered to the Registrant until such time as the Registrant shall
generate sufficient cash flow from operations in order to compensate its
officers, directors, consultants and counsel, the Registrant has prepared this
post-effective amendment no. 4 to the Form S-8 registration statement to provide
for the issuance of shares, as described below.
The Registrant has agreed to issue two million shares to Emerging
Trends Linkages Corp., a New York corporation, upon a performance based
arrangement requiring certain additional revenues being generated from
Registrant's generic pharmaceutical sales and from Registrant's call-back
service.
In addition, this post-effective amendment to the Registration
Statement also provides for the issuance of one million five hundred thousand
shares to Higher Ground, Inc., a North Carolina corporation, a consultant to the
Registrant in connection with Registrant's efforts to pursue joint ventures with
and acquisitions of United States and foreign medical products manufacturers.
This post-effective amendment to the Registration Statement also
provides that Thomas J. Craft, Jr., Esq., who has served as the Registrant's
corporate secretary, a director and full time corporate securities counsel,
shall be issued a total of two million five hundred thousand shares in
consideration for continuing services to Registrant in such capacities and for
providing Mr. Craft's staff and consultants for the preparation and review of
all contracts and agreements between the Registrant and all third parties,
including but not limited to Registrant's acquisition efforts with respect to
diagnostic test kit manufacturers and telecommunication service providers.
Registrant has also included herein one million shares issued to Ashco
International Corp., a New York corporation, for services to the Registrant
including supervising Registrant's international relations in connection with
the Registrant's pharmaceutical and medical products business and its
telecommunications business. These services provided by Ashco shall be subject
to review by the parties during the thirty day period from the date of this
post-effective amendment.
In addition, Corporate Seminar Advisors, Ltd., a New York corporation,
has been issued a total of six million shares for the purpose of providing
professional consulting
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services to the Registrant for the term of one year, including but not limited
to follow-up services and expenses after the Registrant's March 12, 1998,
Investor Seminar and Conference in New York City, including due diligence
efforts for the purpose of pursuing mergers and acquisitions by Registrant as a
result of introductions to and by Registrant's management. In connection with
the foregoing, Corporate Seminar Advisors, Ltd. shall also be responsible for
corporate printing, public relations, shareholder mailings, and due diligence
necessary for the Registrant for the period of twelve months.
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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 110
North Center Street, Suite 202, Hickory, NC 28601.
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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 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 Reports on Form 10-QSB for the periods
ended March 31, 1997, June 30, 1997 and September 30, 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 350,000,000 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.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Thomas J. Craft, Jr., Esq., counsel to the Registrant in connection
with the preparation of this Registration Statement on Form S-8, is the record
owner of 2.5 million shares of Common Stock, an undetermined number of which
shares will be beneficially owned by Mr. Craft's staff, none of whom are
affiliates of the Registrant.
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
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ITEM 8. EXHIBITS:
Pursuant to Item 601 of Rule S-K, the following Exhibits are
annexed hereto:
Exhibit 5 Opinion of Thomas J. Craft, Jr., Esq.
Exhibit 23 Consent of Thomas J. Craft, Jr., 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 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 Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has
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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 Registrant of expenses paid or incurred 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 as
expressed in the 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 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. 4 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Hickory,
State of North Carolina, on the 27th day of March, 1998.
/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 to the Registration Statement has been signed by
the following persons in the capacities and on the date indicated
Dated: Hickory, NC
March 27, 1998
/s/ Jerrold R. Hinton
By: Jerrold R. Hinton,
Title: President, Chief Executive
Officer and Director
/s/ Thomas J. Craft, Jr.
By: Thomas J. Craft, Jr.
Title: Secretary and Director
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EXHIBIT INDEX
EXHIBIT NUMBER ITEM
5 Opinion of Thomas J. Craft, Jr., Esq.
23 Consent of Thomas J. Craft, Jr., Esq. (Contained in
Opinion)
23.1 Consent of Grant-Schwartz, Associates, Certified
Public Accountant
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EXHIBIT 5
Thomas J. Craft, Jr., Esq.
11000 Prosperity Farms Road
Palm Beach Gardens, FL 33410
(561) 691-1998
March 27, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: American Diversified Group, Inc.
Post-Effective Amendment No. 4 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. 4 to the registration statement
on Form S-8 under the Securities Act of 1933, as amended (the " Act"), covering
a total of 13,000,000 shares of common stock, which shares are being issued for
services to the Registrant by its consultants, officer- directors, and the
undersigned.
In connection with this opinion, I have reviewed the filings of the
Registrant incorporated by reference in this post-effective amendment no. 4 to
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. 4 to the registration statement on Form S-8 under the Act.
I hereby consent to the inclusion of this opinion in the post-effective
amendment no. 4 to 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
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We previously issued our 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. We hereby consent to the
incorporation by reference of said report in the post-effective amendment to
this Registration Statement on Form S-8 being filed with the Securities and
Exchange Commission by the Registrant.
/s/ Grant-Schwartz Associates, Certified Public Accountants
GRANT-SCHWARTZ, ASSOCIATES, CPA's
March 27, 1998
