As filed with the Securities and Exchange Commission on May 23, 2005
Registration No. 333-______
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
PARK CITY GROUP, INC.
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(Exact name of Small Business Issuer as specified in charter)
Nevada (7374) 37-1454128
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(State or Other Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation or Industrial Classification Identification
Organization) Code Number Number)
333 Main Street
Park City, UT 84060
(435) 649-2221
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(Address and telephone number of principal executive office)
Consulting Agreement, Legal Fee Agreement, and Employee Stock for Pay Plan
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Full Title of the Plan
Randall K. Fields
333 Main Street
Park City, UT 84060
(435) 649-2221
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(Name, address and telephone number of agent for service)
with copies to:
A.O. Headman, Jr., Esq.,
Cohne, Rappaport & Segal
257 East 200 South, Suite 700, (801) 532-2666, Fax (801)-355-1813
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Each Amount Offering Aggregate Amount of
Class of Securities Being Price Per Offering Registration
Being Registered Registered(1) Unit (2) Price Fee
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Common Stock, $.0001 par value (3) 2,000,000 $ .036 $ 72,000 $ 8.48
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Common Stock,$.0001 par value (4) 13,100,000 $ .036 $ 471,600 $55.51
--------------------------------------------------- -------------- -------------- ------------------ --------------
Common Stock, $.0001 par value (5) 250,000 $ .036 $ 9,000 $ 1.06
--------------------------------------------------- -------------- -------------- ------------------ --------------
Total 15,350,000 $ 552,600 $65.05
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(1) An indeterminate number of additional shares of common stock shall be
issuable pursuant to Rule 416 to prevent dilution resulting from stock
splits, stock dividends or similar transactions and in such an event
the number of shares registered shall automatically be increased to
cover the additional shares in accordance with Rule 416 under the
Securities Act.
(2) The price is estimated in accordance with Rules 457 (c) and 457(h)(1)
under the Securities Act of 1933, as amended, solely for the purpose of
calculating the registration fee. Our estimate is based on the last
sale for our common stock as reported on the National Association of
Securities Dealers Inc.'s OTC Bulletin Board on May 16, 2005.
(3) Represents 2,000,000 shares issuable to Edward Clissold for services
rendered pursuant to a Consulting Agreement dated May 16, 2005, between
Edward Clissold and the Registrant.
(4) Represents up to 13,100,000 shares reserved for issuance under the
Registrant's Stock for Pay Plan.
(5) Represents up to 250,000 shares issuable to Robin Campbell of the law
firm of Adorno & Yoss for services rendered to the Registrant.
EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to the issuance of: (1)
up to 2,000,000 shares of common stock pursuant to a Consulting Agreement dated
May 16, 2005 by and between Park City Group, Inc. ("Park City Group") and Edward
Clissold, a lawyer and consultant to Park City Group; (2) up to 13,100,000
shares of common stock pursuant to the Park City Group's Stock for Pay Plan; and
(3) up to 250,000 shares of common stock issuable to Robin Campbell of the law
firm of Adorno & Yoss for legal services rendered in connection with certain
litigation.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information required by Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act"), is not required to be filed with the
Securities and Exchange Commission and is omitted from this registration
statement in accordance with the explanatory note to Part I of Form S-8 and Rule
428 of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this Registration
Statement the documents listed below. In addition, all documents subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 2004;
2. The Company's Quarterly Report on Form 10-QSB for the quarters ended
September 30, 2004, December 31, 2004 and March 31, 2005;
3. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since June 30, 2004, and
4. The description of common stock and preferred stock is as follows:
Under our Articles of Incorporation, we are authorized to issue up to
three hundred thirty million (330,000,000) shares of stock consisting of three
hundred million shares of common stock and thirty million (30,000,000) shares of
preferred stock.
Shares of our $.01 par value common stock are not redeemable, do not
have any conversion rights and are not subject to call. Holders of shares of our
common stock have no preemptive, redemption, conversion or other subscription
rights and are entitled to one vote per share on any matter submitted to a vote
of our shareholders. Cumulative voting is prohibited in the election of
directors. This means that the holders of a majority of the outstanding shares
of common stock, voting for the election of directors, can elect all of our
directors. In such event, the holders of the remaining shares will not be able
to elect any of our directors. The holders of shares of common stock are
entitled to receive dividends, if any, as and when declared from time to time by
our board of directors, out of legally available funds, but subject to the prior
payment of dividends to the holders of any outstanding shares of preferred
stock. Subject to the rights of the holders of preferred stock, if any, upon
liquidation dissolution or winding up of our affairs, the holders of shares of
our common stock will be entitled to participate equally and ratably, in
proportion to the number of shares held, in our net assets available for
distribution to holders of all shares of our common stock. The shares of our
common stock currently outstanding are validly issued, fully paid and
non-assessable.
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Our Articles of Incorporation authorize our board of directors to issue
up to 30,000,000 shares of preferred stock, $0.01 par value per share. We may
issue the preferred stock in one or more classes or series. Each class or series
will have the voting rights, designations, preferences and relative rights as
fixed by resolution of our board of directors, without the consent of our
shareholders. Our preferred stock may rank senior to our common stock as to
dividend rights, liquidation preferences, or both. Our preferred stock may also
have extraordinary or limited voting rights.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.502 of the Nevada Revised Statutes ("NRS") provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another entity, against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believe to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. With
respect to actions or suits by or in the right of the corporation, Section
78.7502 of the NRS provides that a corporation may indemnify those serving in
the capacities mentioned above against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred in connection
with the defense or settlement of the action or suit, provided that such person
acted in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation. To the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding, or in defense of any
claim, issue or matter therein, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.
Section 78.751 of the NRS provides that the articles of incorporation,
the by-laws or an agreement made by the corporation may provide that the
expenses of officers and directors incurred in defending an action, suit or
proceeding must be paid by the corporation in advance of the final disposition
of the action, suit or proceeding, upon receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it is ultimately
determined that he is not entitled to be indemnified by the corporation. Section
78.751 further provides that indemnification and advancement of expense
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provisions contained in the NRS shall not be deemed exclusive of any rights to
which a director, officer, employee or agent may be entitled, whether contained
in the articles of incorporation or any by-law, agreement, vote of stockholders
or disinterested directors or otherwise, provided, however, that no
indemnification may be made to or on behalf of any director or officer if a
final adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action.
Park City Group's articles of incorporation and by-laws limit the
liability of its directors and officers to the fullest extent permitted by
Nevada law. This is intended to allow Park City Group's directors and officers
the benefit of Nevada law which provides that directors and officers of Nevada
corporations may be relieved of liabilities for damages for breach of their
fiduciary duties as directors and officers, except under certain circumstances,
including (i) acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law, or (ii) the willful or grossly negligent payment of
unlawful distributions. Park City Group's articles of incorporation and by-laws
also permit Park City Group to advance expenses to its directors and officers to
the fullest extent permitted by Nevada law upon receipt of an undertaking by or
on behalf of such director or officer to repay such amount if it should be
ultimately determined that they are not entitled to indemnification by Park City
Group.
In addition, Park City Group has entered into indemnification
agreements with each of its directors and executive officers which provide for
indemnification to the fullest extent permitted by Nevada law and which require
Park City Group to advance expenses to them upon the receipt of the proper
undertaking. Park City Group has obtained officer and director liability
insurance for its officers and directors with respect to liabilities arising out
of certain matters.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Cohne, Rappaport & Segal
10.1. Consulting Agreement entered into as of May 16, 2005 by and
between Edward Clissold and Park City Group, Inc. (attached
hereto)
10.2 Legal Fees Payment Agreement by and between Park City Group,
Inc. and Robin Campbell of the law firm of Adorno & Yoss
(attached hereto)
10.3 Employee Stock for Pay Plan (attached hereto)
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23.1 Consent of Cohne, Rappaport & Segal is contained in Exhibit
5.1.
23.2 Consent of Tanner LC independent registered public accounting
firm.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
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;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant 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 for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid 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, 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 Park City, Utah on May 23, 2005.
PARK CITY GROUP, INC.
By /s/ Randall K. Fields
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Randall K. Fields
CEO
Principal Executive Officer
Principal Accounting Officer
By /s/ William Dunlavy
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William Dunlavy
Chief Financial Officer
Principal Financial Officer
Principal Accounting Officer
In accordance with 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.
Date Title Signature
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May 23, 2005 CEO and /s/ Randall K. Fields
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Director Randall K. Fields
May 23, 2005 Director /s/ Edward C. Dmytryk
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Edward C. Dmytryk
May 23, 2005 Director .
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Thomas W. Wilson, Jr.
May 23, 2005 Director /s/ Bernard F. Brennan
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Bernard F. Brennan
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