As filed with the Securities and Exchange Commission on February 17, 2004
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMIS32SION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO.1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
WORLDTEQ GROUP INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 03-7392107
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4899
(Primary Standard Industrial
Classification Code Number)
30 West Gude Drive, Suite 470
Rockville, MD 20850
(240) 403-2000
(Address of principal executive offices, including zip code)
2003 STOCK OPTION PLAN
(Full title of the Plan)
Jeffrey Lieberman
30 West Gude Drive, Suite 470
Rockville, MD 20850
(240) 403-2000
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
With a copy to:
Jonathan Dariyanani, Esq.
1329 Clay Street, Suite 300
San Francisco, CA 94109
(415) 699-7121 Tel
(415) 358-5548 Fax
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1) Offering Price Per Aggregate Offering Registration Fee
Share (2) Price (2)
Common Stock, $.001 par value 5,000,000 Shares(3) $0.15 $750,000.00 $24.27(4)
Total: 5,000,000 Total: $24.27
(1) Pursuant to Rule-416(a) promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement shall cover any
additional shares of common stock which become issuable under any of the plans
covered hereby by reason of any stock dividend, stock split, recapitalization or
any other similar transaction without receipt of consideration which results in
an increase in the number of shares of Registrant's outstanding common stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule-457(h) under the Securities Act. The offering
price per share and aggregate offering price for the outstanding stock options
are based upon the weighted average exercise price of such options. The offering
price per share and aggregate offering price for the unissued stock options and
common stock are based upon the average of the high and low prices of
Registrant's common stock as reported on the OTC Bulletin Board on February 4,
2004.
(3) This number represents 2,000,000 additional common shares registered herein.
These additional shares have been reserved for issuance under the Plan. This
amount is over and above the original 3,000,000 common shares that were
previously registered on the Form S-8 registration statement (See Registration
No. 333-110047) dated October 29, 2003.
(4) The Registrant previously paid a fee of $19.42. The additional fee for the
registration of the additional 2,000,000 common shares that are the subject of
this Post-Effective Amendment No. 1 is $24.27.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Amendment No.1 to Form S-8 (the "Amendment No. 1") relating to
the 2003 Stock Option Plan, (the "Plan"), is being filed to register additional
securities of the same class as other securities for which a previously filed
registration statement on Form S-8 relating to the Plan is effective. Pursuant
to General Instruction E to Form S-8, WorldTeq Group International, Inc. (the
"Registrant" or the "Company") incorporates by reference the contents of the
Form S-8 registration statement (Registration No.333-110047) dated October 29,
3003. Amendment No. 1 increases the number of registered shares from 3,000,000
shares to 5,000,000 shares, the maximum allotted under the Plan.
Item 3: Incorporation of Documents by Reference
The following documents filed by WorldTeq Group International, Inc. ("WorldTeq"
or the "Company") with the Securities and Exchange Commission are incorporated
by reference into this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB/A for the fiscal year ended
December 31, 2002, filed with the SEC on May 12, 2003;
(b) The Registrant's Quarterly Report on Form 10-QSB for the period ending March
31,2003 filed with the SEC on May 20, 2003;
(c) The Registrant's Quarterly Report on Form 10-QSB for the period ending June
30, 2003 filed with the SEC on August 22, 2003;
(d) The Registrant's Quarterly Report on Form 10-QSB for the period ending
September 30, 2003 filed with the SEC on November 20, 2003;
(e) The Registrant's Registration Statement No.000-27243 on Form 10SB12G/A filed
with the SEC on March 3, 2000 pursuant to Section 12 of the Securities Exchange
Act of 1934 (the "1934 Act"), which describes the terms, rights and provisions
applicable to the Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and 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 into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement.
Item 4: Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Under Nevada Corporate Law, the Registrant has broad powers to indemnify its
directors and officers against liabilities they may incur in such capacities,
including liabilities under the Securities Act of 1933, as amended (the "1933
Act"). The Registrant's Bylaws (the "Bylaws") provide that the Registrant shall
indemnify its directors and officers if such officer or director acted (i) in
good faith, (ii) in a manner reasonably believed to be in or not opposed to the
best interests of the Registrant, and (iii) with respect to any criminal action
or proceeding, had no reasonable cause to believe such conduct was unlawful. The
Registrant believes that indemnification under its Bylaws covers at least
negligence and gross negligence, and requires the Registrant to advance
litigation expenses in the case of stockholder derivative actions or other
actions, against an undertaking by the directors and officers to repay such
advances if it is ultimately determined that the director is not entitled to
indemnification. The Bylaws further provide that rights conferred under such
Bylaws shall not be deemed to be exclusive of any other right such persons may
have or acquire under any agreement, vote of stockholders or disinterested
directors, or otherwise.
In addition, the Registrant's Articles of Incorporation (the "Articles of
Incorporation") provides that, pursuant to Nevada law, none of its directors
shall be liable for monetary damages for breach of his or her fiduciary duty of
care to the Registrant and its stockholders. This provision in the Articles of
Incorporation does not eliminate the duty of care, and in appropriate
circumstances equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under Nevada law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Registrant for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Nevada law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws. The Articles of Incorporation further
provides that the Registrant shall indemnify its directors and officers to the
fullest extent permitted by law and requires the Registrant to advance
litigation expenses in the case of stockholder derivative actions or other
actions, against an undertaking by the director to repay such advances if it is
ultimately determined that the director is not entitled to indemnification. The
Articles of Incorporation also provides that rights conferred under such
Articles of Incorporation shall not be deemed to be exclusive of any other right
such persons may have or acquire under any statute, the Articles of
Incorporation, the Bylaws, agreement, vote of stockholders or disinterested
directors, or otherwise.
The Registrant has obtained a liability insurance policy for the officers and
directors that, subject to certain limitations, terms and conditions, will
insure them against losses arising from wrongful acts (as defined by the policy)
in their capacity as directors or officers.
In addition, the Registrant has entered into agreements to indemnify its
directors and certain of its officers in addition to the indemnification
provided for in the Articles of Incorporation and Bylaws. These agreements,
among other things, indemnify the Registrant's directors and certain of its
officers for certain expenses (including attorneys fees), judgments, fines and
settlement amounts incurred by such person in any action or proceeding,
including any action by or in the right of the Registrant, on account of
services as a director or officer of the Registrant or as a director or officer
of any subsidiary of the Registrant, or as a director or officer of any other
company or enterprise that the person provides services to at the request of the
Registrant.
Item 7. Exemption from Registration Claimed
Not Applicable.
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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rockville, State of Maryland, on February 17,
2004.
WORLDTEQ GROUP INTERNATIONAL, INC.
(Registrant)
By: /s/ JEFFREY LIEBERMAN
Jeffrey Lieberman
President, CEO and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Worldteq Group
International, Inc., a Nevada corporation, do hereby constitute and appoint
Jeffrey Lieberman and Donald Dea each of them, the lawful attorneys-in-fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and any one of
them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/ Jeffrey Lieberman President and Chief Executive February 17, 2004
---------------------- Officer and Director(Principal
Jeffrey Lieberman Financial and Accounting
Officer, Principle Executive
Officer)
/s/ Timothy Carnahan Director February 17, 2004
--------------------
Timothy Carnahan
/s/ Brian Rosinski Director February 17, 2004
------------------
Brian Rosinski
EXHIBIT INDEX
Exhibit
Number Exhibit
5.1 Opinion and consent of Jonathan Ram Dariyanani, Esq.
23.1 Consent of Independent Accountants.
23.2 Consent of Jonathan Ram Dariyanani, Esq. (contained in Exhibit
5.1)