AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 2003
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
GENESIS TECHNOLOGY GROUP, INC.
(Exact name of registration as specified in its charter)
Florida 65-1130026
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
777 Yamato Road, Suite 130
Boca Raton, FL 33431
(561) 988-9880
(Address and Telephone Number of Principal Executive Offices)
Genesis Technology Group, Inc.
2003 Stock Option Plan
(Full Title of the Plan)
Copies to:
Gary L. Wolfson James M. Schneider, Esq.
Chief Executive Officer Schneider Weinberger LLP
Genesis Technology Group, Inc. 2499 Glades Road, Suite 108
777 Yamato Road, Suite 130 Boca Raton, FL 33431
Boca Raton, FL 33431 (561) 362-9595
(561) 988-9880
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price per offering registration
to be registered registered share price fee
--------------------------------------------------------------------------------
Common Stock, $.001
par value per share (1) 7,000,000 $0.165 $ 1.155 million $93.44
(1) Calculated in accordance with Rule 457(h) based upon the average of the
closing bid and asked prices on June 3, 2003, which is higher than the
exercise price of the outstanding options.
PROSPECTUS
GENESIS TECHNOLOGY GROUP, INC.
7,000,000 Shares of Common Stock
($.001 par value)
This prospectus forms a part of a registration statement, which
registers an aggregate of 7,000,000 shares of common stock issued or issuable
from time-to-time under the Genesis Technology Group, Inc. 2003 Stock Option
Plan.
Genesis Technology Group, Inc. is referred to in this prospectus as
"Genesis", "we", "us" or "our". The 7,000,000 shares covered by this prospectus
are referred to as the "Shares". Persons who are issued Shares are sometimes
referred to as the "selling security holders."
This prospectus also covers the resale of Shares by persons who are our
"affiliates" within the meaning of federal securities laws. Affiliated selling
security holders may sell all or a portion of the Shares from time to time in
the over-the-counter market, in negotiated transactions, directly or through
brokers or otherwise, and at market prices prevailing at the time of such sales
or at negotiated prices, but which may not exceed 1% of our outstanding common
stock.
We will not receive any proceeds from sales of Shares by selling
security holders.
These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission passed on the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
This prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.
The date of this prospectus is June 4, 2003.
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, we file reports,
proxy statements and other information with the Securities and Exchange
Commission. Reports, proxy statements and other information filed with the
Commission can be inspected and copied at the public reference facilities of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a website on the Internet
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at
http://www.sec.gov.
We have filed with the Commission a registration statement on Form S-8
under the Securities Act of 1933, as amended, covering the Shares. This
prospectus, which comprises Part I of the registration statement, omits certain
information contained in the registration statement. For further information
with respect to us and the Shares offered by this prospectus, reference is made
to the entire registration statement, including the exhibits thereto. Statements
in this prospectus as to any document are not necessarily complete, and where
any such document is an exhibit to the registration statement or is incorporated
by reference herein, each such statement is qualified in all respects by the
provisions of the exhibit or other document to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the registration
statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge or
at the Commission's website at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by us with the Commission are
incorporated herein by reference and made a part hereof:
- Quarterly Report on Form 10-QSB filed on May 21, 2003 - Quarterly Report on
Form 10-QSB filed on February 14, 2003 - Annual Report on form 10-KSB filed on
January 17, 2003
All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.
We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, Genesis Technology Group,
Inc., 777 Yamato Road, Suite 130, Boca Raton, Florida 33431.
THE COMPANY
This prospectus contains forward-looking statements that involve risks
and uncertainties. Our actual results may differ materially from the results
discussed in the forward-looking statements. You are urged to read this
prospectus carefully and in its entirety.
Genesis Technology Group, Inc is a business development firm that
specializes in assisting small and mid-sized Western companies in entering the
Chinese market. Genesis' strategy includes marketing itself as a resource for
these companies in marketing, distribution, manufacturing, forming joint
ventures, or establishing a base in China. As a part of that strategy, Genesis
has become a member of the Shanghai technology Stock (Property Rights) Exchange,
an organization that promotes the influx of technology into China. The Company
has acquired companies in the U.S. and China for the purposes of further
developing these companies with operational, managerial and financial support.
The strategy envisions and promotes opportunities for synergistic business
relationships among all of the companies that Genesis provides services for
clients and the companies subsidiaries.
We currently have 5 subsidiary companies. We own 80% each of one
computer hardware and software manufacturer/distributor located in Shanghai,
China. We own 100% of two consulting companies, one in the U.S. and one in
China. We own 100% of a video-streaming provider and 85% of a biotechnology
marketing firm, all located in the Unites States.
RISK FACTORS AFFECTING OUR FUTURE RESULTS OF OPERATIONS
Our future results of operations involve a number of risks and
uncertainties. The following paragraphs discuss a number of risks that could
impact the company's financial condition and results of operations.
Our business depends significantly upon the performance of our subsidiaries,
which is uncertain.
Currently, a majority of our revenues are derived via the operations of
our subsidiaries. Economic, governmental, political, industry and internal
company factors outside our control affect each of our subsidiaries. If our
subsidiaries do not succeed, the value of our assets and the price of our common
stock could decline. Some of the material risks relating to our partner
companies include:
- Two of our subsidiaries are located in China and have specific risks
associated with that status (see below);
- Intensifying competition for our products and services and those of our
subsidiaries, which could lead to the failure of some of our subsidiaries;
- Our Biotechnology subsidiary, Biosystems, may be subject to changing
governmental regulations and laws as they relate to the biomedical
industry.
We have a substantial accumulated deficit and may not obtain profitability in
the future.
For the fiscal year ended September 30, 2002 and the six months ended
March 31, 2003, we had a net income of $193,645 and a net loss of $305,348. In
addition, at March 31, 2003, we had an accumulated deficit of $11,206,304. Our
operating results for future periods will include significant expenses,
including product development expenses, sales and marketing costs, programming
and administrative expenses, and will be subject to numerous uncertainties. As a
result, we are unable to predict whether we will achieve profitability in the
future. As a result of these conditions, our financial statements disclose there
is substantial doubt as to our ability to continue as a going concern.
There are political, economic, health and regulatory risks associated with doing
business in China.
China's economy has experienced significant growth in the past decade,
but such growth has been uneven across geographic and economic sectors and has
recently been slowing. There can be no assurance that such growth will not
continue to decrease or that any slow down will not have a negative effect on
our business. The Chinese economy is also experiencing deflation which may
continue in the future. The advent of SARS in China, at least in the short term,
could substantially impact economic progress in China. The current economic
situation may adversely affect our profitability over time as expenditures may
decrease due to the results of slowing domestic demand and deflation.
We have only recently commenced revenue-producing operations, and the limited
information available about us makes an evaluation of us difficult.
We have conducted limited operations, and we have little operating
history that permits you to evaluate our business and our prospects based on
prior performance. You must consider your investment in light of the risks,
uncertainties, expenses and difficulties that are usually encountered by
companies in their early stages of development, particularly those engaged in
international commerce. There can be no assurance that we will successfully
address such risks, and the failure to do so could have a material adverse
effect on our business, financial condition and results of operations.
We depend on the continued services of our executive officers and on our ability
to attract and maintain other qualified employees.
Our future success depends on the continued services of our key members
of management. The loss of any of their services would be detrimental to us and
could have a material adverse effect on our business, financial condition and
results of operations. We do not currently maintain key-man insurance on their
lives. Our future success is also dependent on our ability to identify, hire,
train and retain other qualified managerial and other employees. Competition for
these individuals is intense and increasing. We may not be able to attract,
assimilate, or retain qualified technical and managerial personnel; and our
failure to do so could have a material adverse effect on our business, financial
condition and results of operations.
We may need additional capital, which may not be available.
We have begun to receive monthly retainers from a growing number of
clients, as well as some capital from the exercise of options. We believe these
funds will only partially cover the costs of our operations. Therefore,
depending upon the timing and rate at which we are able to produce revenues from
operations, we may require additional capital in order to fund our operations.
We cannot predict whether additional financing, if required, will be available
to us on acceptable terms.
We are dependent on critical suppliers for product sales, which produce the bulk
of our revenues
Our largest subsidiary, Shanghai Zhaoli Technology Development Company,
Limited, is dependent upon the ability of network hardware manufacturers, such
as Epson, Canon and Samsung to provide them with product for resale on a regular
and recurring basis. If the supply of product were to be interrupted for a
significant amount of time, it could have a material adverse effect on our
business, financial condition and results of operations.
A decrease in technology spending could adversely affect our financial results.
The market for technology products and services has been growing at a
steady pace in China, resulting in increased sales by our Chinese subsidiaries,
which currently represent the largest percentage of our revenues. There can be
no assurance that this trend will continue. A decrease in the demand for these
products could have a material adverse effect on our business, financial
condition and results of operations.
Our common stock is thinly traded, and an active and viable trading market for
our common stock may not develop.
Our common stock is currently traded on a limited basis on the
Over-the-Counter Bulletin Board under the symbol "GTEC." The quotation of our
common stock on the OTCBB does not assure that a meaningful, consistent and
liquid trading market currently exists. We cannot predict whether a more active
market for our common stock will develop in the future. In the absence of an
active trading market:
o investors may have difficulty buying and selling or obtaining market
quotations; o market visibility for our common stock may be limited; and o a
lack of visibility for our common stock may have a depressive effect on the
market price for our
common stock.
The sale of shares eligible for future sale could have a depressive effect on
the market price for our common stock
As of May 15, 2003, there were 32,517,353 shares of common stock issued
and outstanding.
Of the currently issued and outstanding shares, in excess of 12 million
restricted shares of common stock have been held for in excess of one year and
are currently available for public resale pursuant to Rule 144 promulgated under
the Securities Act ("Rule 144"). Unless registered on a form other than Form
S-8, the resale of our shares of Common Stock owned by officers, directors and
affiliates is subject to the volume limitations of Rule 144. In general, Rule
144 permits our shareholders, who have beneficially owned restricted shares of
common stock for at least one year, to sell without registration, within a
three-month period, a number of shares not exceeding one percent of the then
outstanding shares of common stock. Furthermore, if such shares are held for at
least two years by a person not affiliated with us (in general, a person who is
not one of our executive officers, directors or principal shareholders during
the three-month period prior to resale), such restricted shares can be sold
without any volume limitation.
Sales of our common stock under Rule 144 or pursuant to such
registration statement may have a depressive effect on the market price for our
common stock.
It is not possible to foresee all risks which may affect us. Moreover,
we cannot predict whether we will successfully effectuate our current business
plan. Each prospective purchaser is encouraged to carefully analyze the risks
and merits of an investment in the Shares and should take into consideration
when making such analysis, among others, the Risk Factors discussed above.
GENESIS TECHNOLOGY GROUP, INC.
2003 STOCK OPTION PLAN
Introduction
The following descriptions summarize certain provisions of our Genesis
Technology Group, Inc. 2003 Stock Option Plan. This summary is not complete and
is qualified by reference to the full text of the Plan. A copy of the Plan has
been filed as an exhibit to the registration statement of which this prospectus
is a part. Each person receiving a Plan option or stock award under the Plan
should read the Plan in its entirety.
On May 30, 2003, our Board of Directors authorized, and holders of a
majority of our outstanding common stock approved and adopted, the Plan covering
7,000,000 shares of common stock. As of April 30, 2003, 4,650,250 shares
underlying options had been granted under the Plan.
The purpose of the Plan is to encourage stock ownership by our
officers, directors, key employees and consultants, and to give such persons a
greater personal interest in the success of our business and an added incentive
to continue to advance and contribute to us. Our Board of Directors, or a
committee of the Board, will administer the Plan including, without limitation,
the selection of the persons who will be awarded stock grants and granted
options, the type of options to be granted, the number of shares subject to each
Option and the exercise price.
Plan options may either be options qualifying as incentive stock
options under Section 422 of the Internal Revenue Code of 1986, as amended, or
non-qualified options. In addition, the Plan allows for the inclusion of a
reload option provision, which permits an eligible person to pay the exercise
price of the option with shares of common stock owned by the eligible person and
receive a new option to purchase shares of common stock equal in number to the
tendered shares. Any incentive option granted under the Plan must provide for an
exercise price of not less than 100% of the fair market value of the underlying
shares on the date of grant, but the exercise price of any incentive option
granted to an eligible employee owning more than 10% of our outstanding common
stock must not be less than 110% of fair market value on the date of the grant.
The term of each Plan option and the manner in which it may be exercised is
determined by the Board of Directors or the committee, provided that no option
may be exercisable more than ten years after the date of its grant and, in the
case of an incentive option granted to an eligible employee owning more than 10%
of the common stock, no more than five years after the date of the grant.
Eligibility
Our officers, directors, key employees and consultants are eligible to
receive stock grants and non-qualified options under the Plan. Only our
employees are eligible to receive incentive options.
Administration
The Plan will be administered by our Board of Directors or an
underlying committee (the "Committee"). The Board of Directors or the Committee
determines from time to time those of our officers, directors, key employees and
consultants to whom stock grants or Plan options are to be granted, the terms
and provisions of the respective option agreements, the time or times at which
such options shall be granted, the type of options to be granted, the dates such
Plan options become exercisable, the number of shares subject to each option,
the purchase price of such shares and the form of payment of such purchase
price. All other questions relating to the administration of the Plan, and the
interpretation of the provisions thereof and of the related option agreements,
are resolved by the Board or Committee.
Shares subject to awards
We have currently reserved 7,000,000 of our authorized but unissued
shares of common stock for issuance under the Plan, and a maximum of 7,000,000
shares may be issued, unless the Plan is subsequently amended (subject to
adjustment in the event of certain changes in our capitalization), without
further action by our Board of Directors and shareholders, as required. Subject
to the limitation on the aggregate number of shares issuable under the Plan,
there is no maximum or minimum number of shares as to which a stock grant or
Plan option may be granted to any person. Shares used for stock grants and Plan
options may be authorized and unissued shares or shares reacquired by us,
including shares purchased in the open market. Shares covered by Plan options
which terminate unexercised will again become available for grant as additional
options, without decreasing the maximum number of shares issuable under the
Plan, although such shares may also be used by us for other purposes.
The Plan provides that, if our outstanding shares are increased,
decreased, exchanged or otherwise adjusted due to a share dividend, forward or
reverse share split, recapitalization, reorganization, merger, consolidation,
combination or exchange of shares, an appropriate and proportionate adjustment
shall be made in the number or kind of shares subject to the Plan or subject to
unexercised options and in the purchase price per share under such options. Any
adjustment, however, does not change the total purchase price payable for the
shares subject to outstanding options. In the event of our proposed dissolution
or liquidation, a proposed sale of all or substantially all of our assets, a
merger or tender offer for our shares of common stock, the Board of Directors
may declare that each option granted under the Plan shall terminate as of a date
to be fixed by the Board of Directors; provided that not less than 30 days
written notice of the date so fixed shall be given to each participant holding
an option, and each such participant shall have the right, during the period of
30 days preceding such termination, to exercise the participant's option, in
whole or in part, including as to options not otherwise exercisable.
Terms of Exercise
The Plan provides that the options granted thereunder shall be
exercisable from time to time in whole or in part, unless otherwise specified by
the Committee or by the Board of Directors.
The Plan provides that, with respect to incentive stock options, the
aggregate fair market value (determined as of the time the option is granted) of
the shares of common stock, with respect to which incentive stock options are
first exercisable by any option holder during any calendar year shall not exceed
$100,000.
Exercise Price
The purchase price for shares subject to incentive stock options must
be at least 100% of the fair market value of our common stock on the date the
option is granted, except that the purchase price must be at least 110% of the
fair market value in the case of an incentive option granted to a person who is
a "10% stockholder." A "10% stockholder" is a person who owns (within the
meaning of Section 422(b)(6) of the Internal Revenue Code of 1986) at the time
the incentive option is granted, shares possessing more than 10% of the total
combined voting power of all classes of our outstanding shares. The Plan
provides that fair market value shall be determined by the Board or the
Committee in accordance with procedures, which it may from time to time
establish. If the purchase price is paid with consideration other than cash, the
Board or the Committee shall determine the fair value of such consideration to
us in monetary terms.
The exercise price of non-qualified options shall be determined by the
Board of Directors or the Committee, but shall not be less than the par value of
our common stock on the date the option is granted.
The per share purchase price of shares issuable upon exercise of a Plan
option may be adjusted in the event of certain changes in our capitalization,
but no such adjustment shall change the total purchase price payable upon the
exercise in full of options granted under the Plan.
Manner of Exercise
Plan options are exercisable by delivery of written notice to us
stating the number of shares with respect to which the option is being
exercised, together with full payment of the purchase price therefor. Payment
shall be in cash, checks, certified or bank cashier's checks, promissory notes
secured by the shares issued through exercise of the related options, shares of
common stock or in such other form or combination of forms which shall be
acceptable to the Board of Directors or the Committee, provided that any loan or
guarantee by us of the purchase price may only be made upon resolution of the
Board or Committee that such loan or guarantee is reasonably expected to benefit
us.
Option Period
All incentive stock options shall expire on or before the tenth
anniversary of the date the option is granted except as limited above. However,
in the case of incentive stock options granted to an eligible employee owning
more than 10% of the common stock, these options will expire no later than five
years after the date of the grant. Non-qualified options shall expire ten years
and one day from the date of grant unless otherwise provided under the terms of
the option grant.
Termination
All Plan options are nonassignable and nontransferable, except by will
or by the laws of descent and distribution, and during the lifetime of the
optionee, may be exercised only by such optionee. If an optionee shall die (a)
while our employee or (b) within three months after termination of employment by
us because of disability, or retirement or otherwise, such options may be
exercised, to the extent that the optionee shall have been entitled to do so on
the date of death or termination of employment, by the person or persons to whom
the optionee's right under the option pass by will or applicable law, or if no
such person has such right, by his executors or administrators.
In the event of termination of employment because of death while an
employee or because of disability, the optionee's options may be exercised not
later than the expiration date specified in the option or one year after the
optionee's death, whichever date is earlier, or in the event of termination of
employment because of retirement or otherwise, not later than the expiration
date specified in the option or one year after the optionee's death, whichever
date is earlier.
If an optionee's employment by us terminates because of disability and
such optionee has not died within the following three months, the options may be
exercised, to the extent that the optionee shall have been entitled to do so at
the date of the termination of employment, at any time, or from time to time,
but not later than the expiration date specified in the option or one year after
termination of employment, whichever date is earlier.
If an optionee's employment shall terminate for any reason other than
death or disability, optionee may exercise the options to the same extent that
the options were exercisable on the date of termination, for up to three months
following such termination, or on or before the expiration date of the options,
whichever occurs first. In the event that the optionee was not entitled to
exercise the options at the date of termination or if the optionee does not
exercise such options (which were then exercisable) within the time specified
herein, the options shall terminate.
If an optionee's employment shall terminate for any reason other than
death, disability or retirement, all right to exercise the option shall
terminate not later than 90 days following the date of such termination of
employment.
Modification and Termination of Plans
The Board of Directors or Committee may amend, suspend or terminate the
Plan at any time. However, no such action may prejudice the rights of any holder
of a stock grant or optionee who has prior thereto been granted options under
the Plan. Further, no amendment to this Plan which has the effect of (a)
increasing the aggregate number of shares subject to this Plan (except for
adjustments due to changes in our capitalization), or (b) changing the
definition of "Eligible Person" under the Plan, may be effective unless and
until approved by our shareholders in the same manner as approval of this Plan
is required. Any such termination of the Plan shall not affect the validity of
any stock grants or options previously granted thereunder. Unless the Plan shall
theretofore have been suspended or terminated by the Board of Directors, the
Plan shall terminate on May 30, 2013.
Federal Income Tax Effects
The following discussion applies to the Plan and is based on federal
income tax laws and regulations in effect on September 30, 2002. It does not
purport to be a complete description of the federal income tax consequences of
the Plan, nor does it describe the consequences of state, local or foreign tax
laws, which may be applicable. Accordingly, any person receiving a grant under
the Plan should consult with his own tax adviser.
The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974 and is not qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code").
An employee granted an incentive stock option does not recognize
taxable income either at the date of grant or at the date of its timely
exercise. However, the excess of the fair market value of common stock received
upon exercise of the incentive stock option over the exercise price is an item
of tax preference under Section 57(a)(3) of the Code and may be subject to the
alternative minimum tax imposed by Section 55 of the Code. Upon disposition of
stock acquired on exercise of an incentive stock option, long-term capital gain
or loss is recognized in an amount equal to the difference between the sales
price and the incentive option exercise price, provided that the option holder
has not disposed of the stock within two years from the date of grant and within
one year from the date of exercise. If the incentive option holder disposes of
the acquired stock (including the transfer of acquired stock in payment of the
exercise price of an incentive stock option) without complying with both of
these holding period requirements ("Disqualifying Disposition"), the option
holder will recognize ordinary income at the time of such Disqualifying
Disposition to the extent of the difference between the exercise price and the
lesser of the fair market value of the stock on the date the incentive option is
exercised (the value six months after the date of exercise may govern in the
case of an employee whose sale of stock at a profit could subject him to suit
under Section 16(b) of the Securities Exchange Act of 1934) or the amount
realized on such Disqualifying Disposition. Any remaining gain or loss is
treated as a short-term or long-term capital gain or loss, depending on how long
the shares are held. In the event of a Disqualifying Disposition, the incentive
stock option tax preference described above may not apply (although, where the
Disqualifying Disposition occurs subsequent to the year the incentive stock
option is exercised, it may be necessary for the employee to amend his return to
eliminate the tax preference item previously reported). We are not entitled to a
tax deduction upon either exercise of an incentive option or disposition of
stock acquired pursuant to such an exercise, except to the extent that the
option holder recognized ordinary income in a Disqualifying Disposition.
If the holder of an incentive stock option pays the exercise price, in
full or in part, with shares of previously acquired common stock, the exchange
should not affect the incentive stock option tax treatment of the exercise. No
gain or loss should be recognized on the exchange, and the shares received by
the employee, equal in number to the previously acquired shares exchanged
therefor, will have the same basis and holding period for long-term capital gain
purposes as the previously acquired shares. The employee will not, however, be
able to utilize the old holding period for the purpose of satisfying the
incentive stock option statutory holding period requirements. Shares received in
excess of the number of previously acquired shares will have a basis of zero and
a holding period, which commences as of the date the common stock, is issued to
the employee upon exercise of the incentive option. If an exercise is effected
using shares previously acquired through the exercise of an incentive stock
option, the exchange of the previously acquired shares will be considered a
disposition of such shares for the purpose of determining whether a
Disqualifying Disposition has occurred.
In respect to the holder of non-qualified options, the option holder
does not recognize taxable income on the date of the grant of the non-qualified
option, but recognizes ordinary income generally at the date of exercise in the
amount of the difference between the option exercise price and the fair market
value of the common stock on the date of exercise. However, if the holder of
non-qualified options is subject to the restrictions on resale of common stock
under Section 16 of the Securities Exchange Act of 1944, such person generally
recognizes ordinary income at the end of the six-month period following the date
of exercise in the amount of the difference between the option exercise price
and the fair market value of the common stock at the end of the six-month
period. Nevertheless, such holder may elect within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise. The amount of
ordinary income recognized by the option holder is deductible by us in the year
that income is recognized.
In connection with the issuance of stock grants as compensation, the
recipient must include in gross income the excess of the fair market value of
the property received over the amount, if any, paid for the property in the
first taxable year in which beneficial interest in the property either is
"transferable" or is not subject to a "substantial risk of forfeiture." A
substantial risk of forfeiture exists where rights and property that have been
transferred are conditioned, directly or indirectly, upon the future performance
(or refraining from performance) of substantial services by any person, or the
occurrence of a condition related to the purpose of the transfer, and the
possibility of forfeiture is substantial if such condition is not satisfied.
Stock grants received by a person who is subject to the short swing profit
recovery rule of Section 16(b) of the Securities Exchange Act of 1934 is
considered subject to a substantial risk of forfeiture so long as the sale of
such property at a profit could subject the stockholder to suit under that
section. The rights of the recipient are treated as transferable if and when the
recipient can sell, assign, pledge or otherwise transfer any interest in the
stock grant to any person. Inasmuch as the recipient would not be subject to the
short swing profit recovery rule of Section 16(b) of the Securities Exchange Act
of 1934 and the stock grant, upon receipt following satisfaction of condition
prerequisites to receipt, will be presently transferable and not subject to a
substantial risk of forfeiture, the recipient would be obligated to include in
gross income the fair market value of the stock grant received once the
conditions to receipt of the stock grant are satisfied.
Restrictions Under Securities Laws
The sale of all shares issued under the Plan must be made in compliance
with federal and state securities laws. Our officers, directors and 10% or
greater shareholders, as well as certain other persons or parties who may be
deemed to be "affiliates" of ours under federal securities laws, should be aware
that resales by affiliates can only be made pursuant to an effective
registration statement, Rule 144 or other applicable exemption. Our officers,
directors and 10% and greater stockholders may also become subject to the "short
swing" profit rule of Section 16(b) of the Securities Exchange Act of 1934.
SALES BY SELLING SECURITY HOLDERS
The information under this heading relates to resales of Shares covered
by this prospectus by persons who are our "affiliates" as that term in defined
under federal securities laws. Shares issued pursuant to this prospectus to our
affiliates are "control" shares under federal securities laws.
The following table sets forth
- the name of each affiliated selling security holder,
- the amount of common stock owned beneficially, directly
or indirectly, by each affiliated selling security holder,
- the maximum amount of Shares to be offered by the affiliated
selling security holders pursuant to this prospectus,
- the amount of common stock to be owned by each affiliated
selling security holder following sale of the Shares, and
- the percentage of our common stock to be owned by the
affiliated selling security holder following completion of
such offering (based on 32,517,353 shares of common stock of
Genesis outstanding as of the date of this prospectus), and
adjusted to give effect to the issuance of shares upon the
exercise of the named selling security holder's options or
warrants, but no other person's options or warrants.
Beneficial ownership is determined in accordance with the rules of the
SEC and generally includes voting or investment power with respect to securities
and includes any securities which the person has the right to acquire within 60
days through the conversion or exercise of any security or other right. The
information as to the number of shares of our common stock owned by each
affiliated selling security holder is based upon our books and records and the
information provided by our transfer agent.
We may amend or supplement this prospectus from time to time to update
the disclosure set forth in the table. Because the selling security holders
identified in the table may sell some or all of the Shares owned by them which
are included in this prospectus, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of the Shares, no
estimate can be given as to the number of Shares available for resale hereby
that will be held by the affiliated selling security holders upon termination of
the offering made hereby. We have therefore assumed, for the purposes of the
following table, that the affiliated selling security holders will sell all of
the Shares owned by them, which are being offered hereby, but will not sell any
other shares of our common stock that they presently own.
Percentage
Shares to be to be Owned
Name of Selling Number of Shares to Owned After After
Security Holder Shares Owned be Offered Offering Offering
--------------- ------------ ---------- ------------ -----------
James Wang 2,200,000 1,500,000 700,000 5.4%
Gary L. Wolfson 1,423,000 1,000,000 423,000 3.5%
Kenneth Clinton 1,107,000 1,050,000 57,000 0.3%
Adam Wasserman 265,000 200,000 65,000 0.1%
--------------------------------------------------------------------------------
(1) Dr. Wang's holdings include Options to purchase 1,500,000 shares of Common
Stock of which 1,500,000 Shares are being offered hereby.
(2) Mr. Wolfson's holdings include Options to purchase 1,000,000 shares of
Common Stock of which 1,000,000 Shares are being offered hereby. Of these
shares 250,000
shares are held in trust for Mr. Wolfson's children for which Mr. Wolfson
is one of three Trustees.
(3) Mr. Clinton's holdings include Options to purchase 1,050,000 shares of
Common Stock of which 1,050,000 Shares are being offered hereby.
(4) Mr. Wasserman's holdings include Options to purchase 200,000 shares of
Common Stock all of which shares are being offered hereby.
PLAN OF DISTRIBUTION
The information under this heading includes resales of Shares covered
by this prospectus by persons who are our "affiliates" as that term in defined
under federal securities laws.
The Shares covered by this prospectus may be resold and distributed
from time to time by the selling security holders in one or more transactions,
including ordinary broker's transactions, privately-negotiated transactions or
through sales to one or more broker-dealers for resale of these shares as
principals, at market prices existing at the time of sale, at prices related to
existing market prices, through Rule 144 transactions or at negotiated prices.
The selling security holders in connection with sales of securities may pay
usual and customary, or specifically negotiated, brokerage fees or commissions.
The selling security holders may sell Shares in one or more of the
following methods, which may include crosses or block transactions:
o Through the "pink sheets", on the over-the-counter Bulletin
Board, or on such exchanges or over-the-counter markets on
which our shares may be listed from time-to-time, in
transactions which may include special offerings, exchange
distributions and/or secondary distributions, pursuant to and
in accordance with the rules of such exchanges, or through
brokers, acting as principal or agent;
o in transactions other than on such exchanges or in the
over-the-counter market, or a combination of such
transactions, including sales through brokers, acting as
principal or agent, sales in privately negotiated
transactions, or dispositions for value, subject to rules
relating to sales by affiliates; or
o through the writing of options on our shares, whether or not
such options are listed on an exchange, or other transactions
requiring delivery of our shares, or the delivery of our
shares to close out a short position.
Any such transactions may be effected at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.
In making sales, brokers or dealers used by the selling security
holders may arrange for other brokers or dealers to participate. The selling
security holders who are affiliates of Genesis and others through whom such
securities are sold may be "underwriters" within the meaning of the Securities
Act for the securities offered, and any profits realized or commission received
may be considered underwriting compensation. Information as to whether an
underwriter(s) who may be selected by the selling security holders, or any other
broker-dealer, is acting as principal or agent for the selling security holders,
the compensation to be received by underwriters who may be selected by the
selling security holders, or any broker-dealer, acting as principal or agent for
the selling security holders and the compensation to be received by other
broker-dealers, in the event the compensation of other broker-dealers is in
excess of usual and customary commissions, will, to the extent required, be set
forth in a supplement to this prospectus. Any dealer or broker participating in
any distribution of the shares may be required to deliver a copy of this
prospectus, including the supplement, if any, to any person who purchases any of
the shares from or through a dealer or broker.
We have advised the selling security holders that, at the time a resale
of the Shares is made by or on behalf of a selling security holder, a copy of
this prospectus is to be delivered.
We have also advised the selling security holders that during the time
as they may be engaged in a distribution of the shares included herein they are
required to comply with Regulation M of the Exchange Act. With certain
exceptions, Regulation M precludes any selling security holders, any affiliated
purchasers and any broker-dealer or other person who participates in the
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete. Regulation M also prohibits any bids
or purchase made in order to stabilize the price of a security in connection
with the distribution of that security.
Sales of securities by us and the selling security holders or even the
potential of these sales may have an adverse effect on the market price for
shares of our common stock.
DESCRIPTION OF SECURITIES
General
The following description of our capital stock and provisions of our
Articles of Incorporation is a summary thereof and is qualified by reference to
our Articles of Incorporation, copies of which may be obtained upon request. Our
authorized capital consists of 200,000,000 shares of common stock, par value
$.001 per share, of which 32,517,353 shares are issued and outstanding. We are
authorized to issue 20,000,000 shares of preferred stock, of which no shares are
issued or outstanding.
Common Stock
Holders of shares of common stock are entitled to share, on a ratable
basis, such dividends as may be declared by the board of directors out of funds
legally available therefor. Upon our liquidation, dissolution or winding up,
after payment to creditors, our assets will be divided pro rata on a per share
basis among the holders of our common stock.
Each share of common stock entitles the holders thereof to one vote.
Holders of common stock do not have cumulative voting rights which means that
the holders of more than 50% of the shares voting for the election of directors
can elect all of the directors if they choose to do so, and, in such event, the
holders of the remaining shares will not be able to elect any directors. Our
By-Laws require that only a majority of our issued and outstanding shares need
be represented to constitute a quorum and to transact business at a
stockholders' meeting. Our common stock has no preemptive, subscription or
conversion rights and is not redeemable by us.
Preferred Stock
Our articles of incorporation authorizes our board of directors to
create and issue series of preferred stock from time to time, with such
designations, preferences, conversion rights, cumulative, relative,
participating, optional or other rights, including voting rights,
qualifications, limitations or restrictions thereof as permitted under Florida
law.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Computershare
Trust Company, 350 Indiana St., #800, Golden, CO 80401, and its telephone number
is (303) 984-4100.
LEGAL MATTERS
Certain legal matters in connection with the securities being offered
hereby will be passed upon for us by Schneider Weinberger LLP, 2499 Glades Road,
Suite 108, Boca Raton, Florida 33431.
EXPERTS
The consolidated financial statements of Genesis Technology Group, Inc.
as of September 30, 2002 and 2001, and for the years then ended, appearing in
our Annual Report on Form 10-KSB for the year ended September 30, 2002 have been
audited by Sherb & Co., LLP, independent auditors, as set forth in their report
thereon and are incorporated by reference in reliance upon the authority of such
firm as experts in auditing and accounting.
INDEMNIFICATION
The Florida Business Corporation Act allows us to indemnify each of our
officers and directors who are made a party to a proceeding if
(a) the officer or director conducted himself or herself in good faith;
(b) his or her conduct was in our best interests, or if the conduct was
not in an official capacity, that the conduct was not opposed to our best
interests; and
(c) in the case of a criminal proceeding, he or she had no reasonable
cause to believe that his or her conduct was unlawful.
We may not indemnify our officers or directors in connection with a
proceeding by or in our right, where the officer or director was adjudged liable
to us, or in any other proceeding, where our officer or director are found to
have derived an improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 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 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, we 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The documents listed below are incorporated by reference in the
Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (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 in the Registration Statement and to be part thereof
from the date of filing of such documents.
- Quarterly Report on Form 10-QSB filed on May 21, 2003 - Quarterly Report on
Form 10-QSB filed on February 14, 2003 - Annual Report on form 10-KSB filed on
January 17, 2003
All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.
We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, Genesis Technology Group,
Inc., 777 Yamato Road, Suite 130, Boca Raton, Florida 33431.
Item 4. Description of Securities
A description of the Registrant's securities is set forth in the
Prospectus incorporated as a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Florida Business Corporation Act allows us to indemnify each of our
officers and directors who are made a party to a proceeding if
(a) the officer or director conducted himself or herself in good faith;
(b) his or her conduct was in our best interests, or if the conduct was
not in an official capacity, that the conduct was not opposed to our best
interests; and
(c) in the case of a criminal proceeding, he or she had no reasonable
cause to believe that his or her conduct was unlawful.
We may not indemnify our officers or directors in connection with a
proceeding by or in our right, where the officer or director was adjudged liable
to us, or in any other proceeding, where our officer or director are found to
have derived an improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 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 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, we 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
Item 7. Exemption From Registration Claimed
Persons eligible to receive grants under the Plan will have an existing
relationship with us and will have access to comprehensive information about us
to enable them to make an informed investment decision. The recipient must
express an investment intent and, in the absence of registration under the Act,
consent to the imprinting of a legend on the securities restricting their
transferability except in compliance with applicable securities laws.
Item 8. Exhibits
5.1 Opinion of Schneider Weinberger LLP includes Exhibit 23.1.*
10.1 Genesis Technology Group, Inc. 2003 Stock Option Plan.*
23.2 Consent of Independent Certified Public Accountants.*
--------------------
* Filed herewith.
Item 9. Undertakings
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:
(a) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may
be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(c) 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;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference 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.
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 (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.
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
Securities Act of 1933 against such liabilities (other than the payment by the
registrant in the successful defense of an 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
Genesis.Form S-8.May 22, 2003
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 the City of Boca Raton, State of Florida, on June 2, 2003.
GENESIS TECHNOLOGY GROUP, INC.
By: /s/ Gary L. Wolfson
-------------------------------
GARY L. WOLFSON, CEO and
Principal Executive Officer
Pursuant to 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.
Signature Title Date
/s/ James Wang Chairman of the Board, President June 4, 2003
----------------
James Wang
/s/Gary L. Wolfson CEO, Director June 4, 2003
------------------
Gary L. Wolfson
/s/ Kenneth Clinton Vice President and Director June 4, 2003
--------------------
Kenneth Clinton
/s/Adam Wasserman CFO and Principal Financial June 4, 2003
----------------- and Accounting Officer
Adam Wasserman