SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NORTH AMERICAN LIABILITY GROUP, INC.
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(Exact Name of Company as specified in its charter)
Florida 000-25947 65-0386286
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(State of Incorporation) (Commission File No.) (IRS Employer
ID Number)
2929 East Commercial Boulevard, Suite 610
Ft. Lauderdale, Florida 33308
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(Address of principal executive offices)
2004 AMENDED AND RESTATED EQUITY COMPENSATION PLAN
(Full title of the Plan)
Bradley Wilson, President
NORTH AMERICAN LIABILITY GROUP, INC.
2929 East Commercial Boulevard, Suite 610
Ft. Lauderdale, Florida 33308
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(Name and address of agent for service)
Company's telephone number: (954) 771-5500
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount to be Maximum Maximum Amount of
Securities to be Registered Offering Price Aggregate Registration Fee
Registered Per Share(2) Offering Price(2)
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Common Shares 35,000,000(1) $.30 $10,500,000 $1,330.35
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(1) Pursuant to Rule 416, this Registration Statement shall be deemed to
cover such indeterminable number of shares of common stock as may
become issuable with respect to any of the registered shares pursuant to
antidilution provisions in the Plan.
(2) The proposed maximum offering price per share is estimated solely
for purpose of calculating the registration fee in accordance with
Rule 457(F)(2).
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Pursuant to the Note to Part I of Form S-8, the Plan Information
specified by Part I is not being filed with the Securities and Exchange
Commission as such information is either contained in the consulting
agreement or legal services agreement between the Registrant and each of the
participants or provided to each of the participants in accordance with
Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). Such consulting agreements, legal services agreements,
additional information, and the information incorporated by reference into
this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference
into this Prospectus:
a. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2003;
b. The Company's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended March 31, 2004 and June 30, 2004; and
c. The Company's Current Reports on Forms 8-K subsequent to
December 31, 2003, and up to and including the date of filing of this
Registration Statement.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated in this
Registration Statement by reference and to be a part hereof from the date of
filing of such documents.
Any statement contained in this Registration Statement, in a supplement
to this Registration Statement or in a document 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 supplement to this Registration Statement or in any
document that is subsequently incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The authorized stock of the Company consists of 500,000,000 authorized
shares of Common Stock, no par value, approximately 3,302,477 shares of
which were outstanding as of November 3, 2004, and 150,000,000 authorized
shares of Preferred Stock, no par value, approximately 27,996,000 shares of
which were outstanding as of June 30, 2004.
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Each share of Common Stock is entitled to one vote, either in person or
by proxy, on all matters that may be voted upon by the owners thereof at a
meeting of the shareholders, including the election of directors. The
holders of Common Stock (i) have equal, ratable rights to dividends from
funds legally available therefor, when, as and if declared by the Board of
Directors of the Company; (ii) are entitled to share ratably in all of the
assets of the Company available for distribution to holders of Common Stock
upon liquidation, dissolution or winding up of the affairs of the Company;
(iii) do not have preemptive or redemption provisions applicable thereto;
and (iv) are entitled to one noncumulative vote per share on all matters on
which shareholders may vote at all meetings of shareholders.
All shares of Common Stock issued and outstanding are, and those offered
hereby, when issued, will be fully paid and nonassessable, with no personal
liability attaching to the ownership thereof.
Transfer Agent, Registrar and Warrant Agent
The Company has appointed Atlas Stock Transfer, Inc. 5899 S. State
Street, Suite 24, Salt Lake City, Utah 84107, as transfer agent and
registrar for the Common Stock and Preferred Stock.
ITEM 5. Interests of Named Experts and Counsel.
None.
ITEM 6. Indemnification of Directors and Officers.
Registrant's Articles of Incorporation and Bylaws and the Florida
Business Corporation Act provide for indemnification of directors and
officers against certain liabilities. In general, officers and directors of
Registrant are indemnified against expenses actually and reasonably incurred
in connection with proceedings, whether civil or criminal, provided that it
is determined that they acted in good faith, and are not deemed to be liable
to Registrant for negligence or misconduct in the performance of their
duties.
ITEM 7. Exemption From Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
Exhibit Number Description
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4 North American Liability Group, Inc. 2004 Amended and
Restated Equity Compensation Plan.
5 Opinion of Counsel, The Business Law Group.
23.1 Consent of Tedder, James, Worden & Associates, P.A.,
Independent Registered Public Accounting Firm.
23.2 Consent of The Business Law Group (Included in Exhibit 5).
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ITEM 9. Undertakings
1. The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) 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 formation set forth in the
registration statement
(iii) 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) 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 bonafide offering thereof.
(c) 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.
2. The 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 Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
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 in the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Orlando, State of Florida, on this 10th day of
November, 2004.
NORTH AMERICAN LIABILITY GROUP, INC.
By:/s/Bradley Wilson
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Bradley Wilson, CEO
In accordance with the requirements of the Securities Act of 1933 as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/Bradley Wilson
------------------ President, Director 11/10/04
Bradley Wilson (Principal Executive Officer --------
and Principal Financial Officer)
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NORTH AMERICAN LIABILITY GROUP, INC.
(Exact name of Issuer as specified in its charter)
EXHIBIT INDEX
Exhibit Number Description
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4 North American Liability Group, Inc. 2004 Amended and
Restated Equity Compensation Plan.
5 Opinion of Counsel, The Business Law Group.
23.1 Consent of Tedder, James, Worden & Associates, P.A.,
Independent Registered Public Accounting Frim
23.2 Consent of The Business Law Group (Included in Exhibit 5).
6