AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 2004
REGISTRATION NO. 000-31727
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
THE QUANTUM GROUP, INC.
(Exact name of Registrant as specified in its charter)
NEVADA 20-0774748
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
12230 Forest Hill Boulevard / Suite 157
Wellington, FL 33414
561-227-1597
561-828-0454 fax
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices and place of business)
2003 INCENTIVE EQUITY & OPTION PLAN
(Full title of plan)
Noel J. Guillama, President
THE QUANTUM GROUP, INC.
12230 Forest Hill Boulevard, Suite 157
Wellington, FL 333414
(561) 227-1597
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copies of all communications, including all communications
sent to the agent for service, should be sent to:
Jeffrey G. Klein
Newman, Pollock & Klein, LLP
2101 NW Corporate Blvd.
Suite 414
Boca Raton, FL 33431
Telephone: 561.997.9920
Facsimile: 561.241.4943
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED(3) PER SHARE (1) PRICE FEE (2)
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Common Stock, 5,000,000 $0.85 $4,250,000 $538.47
$.000l par value
Shares
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(1) The fee with respect to these shares has been calculated pursuant to Rules
457(h) and 457(C)) under the Securities Act of 1933 and based upon the
average of the last price per share of our Common Stock on March 30, 2004 a
date within five (5) days prior to the date of filing of this registration
statement, as reported by the OTC Electronic Bulletin Board.
(2) Registration fee based upon shares to be issued in the future from time to
time pursuant to the Registrant's 2003 INCENTIVE EQUITY & OPTION PLAN,
calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended. The fiscal 2004 rate is $80.90 per million.
(3) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable pursuant to this Registration Statement by
reason of any stock dividend, stock split, recapitalization or any other
similar transaction effected without the receipt of consideration which
results in an increase in the number of the Registrant's outstanding shares
of Common Stock. In addition, pursuant to Rule 416(C)) under the Securities
Act of 1933, this registration statement also covers an indeterminate number
of interests to be offered or sold pursuant to the employee benefit plan(s)
described herein.
PART I
INFORMATION REQUIRED IN THE 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Act"). Such documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed below in paragraphs (a) through (c) of this Item
hereby are incorporated by reference in this Registration Statement. In
addition, all documents hereafter filed by Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
("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 this Registration Statement and to be a part hereof from the date
of filing of such documents.
(a) Registrant's Annual Report on Form 10-KSB for Registrant's fiscal
year ended October 31, 2003, filed pursuant to Section 13(a) or 15(d) of the
Exchange Act on February 13, 2004 with the Commission.
(b) All other reports filed by Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year ended October 31,
2003.
(c) Description of Registrant's Common Stock ($.0001) par value, as set
forth in: Articles of Incorporation filed in Registrant's Form 14-C Information
Statement filed with the Commission on January 9, 2004.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of Common Stock offered hereby has been
passed upon for the Company by Newman, Pollock & Klein, LLP. A portion of the
shares being registered herein are being issued to Newman, Pollock & Klein, LLP
for legal services provided to the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Nevada State Law provides that a corporation may indemnify its
directors, officers, employees and agents against liabilities and reasonable
expenses (including attorneys' fees) incurred in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, and whether formal or informal (a
"Proceeding"), by reason of being or having been a director, officer, employee,
fiduciary or agent of the Corporation, if such person acted in good faith and
reasonably believed that his conduct in his official capacity with the
Corporation was in the best interests of the Corporation (or, with respect to
employee benefit plans, was in the best interests of the participants in or
beneficiaries of the plan), and in all other cases his conduct was at least not
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opposed to the Corporation's best interests. In the case of a criminal
proceeding, the director, officer, employee or agent must have had no reasonable
cause to believe his conduct was unlawful. The Corporation may not indemnify a
director, officer, employee or agent in connection with a proceeding by or in
the right of the Corporation if such person is adjudged liable to the
Corporation, or in a proceeding in which such person is adjudged liable for
receipt of an improper personal benefit. Unless limited by the Corporation's
Articles of Incorporation, the Corporation shall be required to indemnify a
director or officer of the Corporation who is wholly successful, on the merits
or otherwise, in defense of any proceeding to which he was a party, against
reasonable expenses incurred by him in connection with the proceeding. The
foregoing indemnification is not exclusive of any other rights to which those
indemnified may be entitled under applicable law, the Corporation's Articles of
Incorporation, Bylaws, agreement, vote of shareholders or disinterested
directors, or otherwise. The Corporation's Articles of Incorporation and Bylaws
generally provide for indemnification of directors, officers, employees and
agents to the fullest extent allowed by law.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "1933 Act") 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
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or
paid by a director, officer or controlling person of us 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 our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION LOCATION
------- ----------- --------
4.1 Articles of Incorporation Incorporated by reference to Exhibit B
filed January 7, 2004 in 14-C with
Commission
4.2 Bylaws Incorporated by reference to Exhibit C
filed January 7, 2004 in 14-C with
Commission
5.1 Opinion of Attorney Filed herewith
10.1 2003 Incentive Equity Incorporated by reference to Exhibit E,
Stock Option Plan filed January 7, 2004 in 14-C with
Commission
23.1 Consent of Attorney Filed as part of exhibit 5.1
23.2 Consent of Independent Auditor
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ITEM 9. UNDERTAKINGS
(a) The undersigned registrant will:
(1) File, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Act;
(ii) 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;
(iii) Include any additional or changed 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 (a)(1)(i) and (a)(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) For purposes of determining any liability under the Securities
Act, treat each post- effective amendment as 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) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end 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
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registrant's annual report pursuant to Section 13(a) or 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.
(c) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report, to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Articles 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
(d) 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 the Village of Wellington, State of Florida on March 31, 2004.
THE QUANTUM GROUP, INC.
By: /s/ Noel J. Guillama
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Noel J. Guillama, President &
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURES TITLE DATE
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/s/ Noel J. Guillama
--------------------------- President - Director March 31, 2004
Noel J. Guillama Chief Executive Officer
/s/ Donald B. Cohen
--------------------------- Vice President - Director
Donald B. Cohen Chief Financial Officer March 8, 2004
/s/ Susan D. Guillama
--------------------------- Vice President - Director March 31, 2004
Susan D. Guillama
/s/ Marion D. Thorpe
--------------------------- Director March 8, 2004
Marion D. Thorpe, Jr., M.D.
/s/ James D. Baker
---------------------------
James D. Baker Director March 31, 2004
/s/ Mark Haggerty
---------------------------
Mark Haggerty Director February 18, 2004
--------------------------- Director March 31, 2004
Greg M. Steinberg
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