REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UNITED
STATES SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF
1933
ADVANCED
MATERIALS GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
(State
or other jurisdiction of
incorporation
or organization)
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33-0215295
(I.R.S.
Employer
Identification
No.)
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| |
|
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3303
Lee Parkway, Suite 105
Dallas,
Texas
(Address
of Principal Executive Offices)
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75219
(Zip
Code)
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Advanced
Materials Group, Inc. 2007 Stock Incentive Plan
Advanced
Materials Group, Inc. 2003 Stock Plan
Advanced
Materials Group, Inc. 1998 Stock Option Plan
(Full
titles of the plans)
William
G. Mortensen
President
and Chief Financial Officer
Advanced
Materials Group, Inc.
3303
Lee Parkway, Suite 105
Dallas,
Texas 75219
(Name
and
address of agent for service)
(972)
432-0602
(Telephone
number, including area code, of agent for service)
with
a
copy to:
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Melissa
Youngblood
Hallett
& Perrin, P.C.
2001
Bryan St., Suite 3900
Dallas,
Texas 75201
(214)
953-0053
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CALCULATION
OF REGISTRATION FEE
|
Title
of securities to
be registered
|
Amount
to be registered(1)
|
Proposed
maximum
offering price
per share (2)
|
Proposed
maximum
aggregate offering
price (2)
|
Amount
of registration
fee
|
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Common
Stock, $0.001 par value
per share
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2,245,000
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$0.75
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$1,683,750
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$51.69
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(1) Pursuant
to Rule 416 under the Securities Act of 1933 (the “Securities Act”), shares of
Common Stock issuable upon any stock split, stock dividend or similar
transaction with respect to the shares covered hereby are being registered
hereunder.
(2) Estimated
solely for the purpose of computing the registration fee in accordance with
Rule
457(h) under the Securities Act. The price for the 2,245,000 shares issuable
under the Advanced Materials Group, Inc. 2007 Stock Incentive Plan and issuable
pursuant to existing awards under the Advanced Materials Group, Inc. 2003 Stock
Plan and the Advanced Materials Group, Inc. 1998 Stock Option Plan was based
on
a price of $0.75, the average of the high and low prices reported on the Pink
Sheets on October 5, 2007.
PART
I
INFORMATION
REQUIRED IN THE SECTION 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 eligible
participants as specified by Rule 428(b) of the Securities Act. Consistent
with
the instructions of Part I of Form S-8, such documents will not be filed
with the Securities and Exchange Commission (the “Commission” or the “SEC”)
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus within the meaning of Section 10(a) of the Securities
Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Documents by Reference.
The
Registrant hereby incorporates by reference into this Registration Statement
the
following documents previously filed with the SEC:
(a) The
Registrant’s Annual Report on Form 10-KSB for the fiscal year ended November 30,
2006, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934
(the “Exchange Act”) on February 27, 2007.
(b) All
other
reports filed by the Registrant since November 30, 2006 with the Commission
pursuant to Section 13(a) or 15(d) of the Exchange Act, including the
Registrant’s Quarterly Reports on Form 10-QSB for the fiscal quarters ended
February 28, 2007 and May 31, 2007.
(c) The
description of the Registrant’s Common Stock contained in the Registration
Statement on Form 8-A, filed November 25, 1987, and filed with the Commission
pursuant to Section 12(g) of the Exchange Act, including any subsequent
amendment(s) or report(s) filed for the purpose of updating such description.
All
documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold shall also be deemed to be
incorporated by reference herein and to be a part hereof from the dates 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 other subsequently filed document that
also
is or is deemed to be 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.
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Item
4.
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Description
of Securities.
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Not
applicable.
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Item
5.
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Interests
of Named Experts and
Counsel.
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Not
applicable.
Item
6. Indemnification
of Directors and Officers.
Section
78.7502 (1) of the Nevada Revised Statutes (the "NRS") provides that a
corporation may indemnify any person who was or is a party or is threatened
to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except
an
action by or in the right of the corporation, by reason of the fact that he
is
or was a director, officer, employee or agent of the corporation, or is or
was
serving at the request of the corporation as a director, officer, employee
or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Section
78.7502 (2) of the NRS provides that a corporation may similarly indemnify
any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he
is
or was a director, officer, employee or agent of the corporation, or is or
was
serving at the request of the corporation as a director, officer, employee
or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including amounts paid in settlement and
attorneys' fees actually and reasonably incurred by him in connection with
the
defense or settlement of the action or suit if he acted in good faith and in
a
manner he reasonably believed to be in or not opposed to the best interests
of
the corporation and except that no indemnification shall be made in respect
of
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom,
to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action
or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court
deems
proper.
Section
78.7502(3) of the NRS provides that to the extent a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (1) and
(2), or in defense of any claim, issue or matter therein, the corporation shall
indemnify such person against expenses, including attorneys' fees, actually
and
reasonably incurred by him or her in connection with the defense.
Section
78.751(1) of the NRS provides that any discretionary indemnification under
Section 78.7502, unless ordered by a court or advanced pursuant to subsection
2
of Section 78.751, may be made by the corporation only as authorized in the
specific case upon determination that indemnification of such director, officer,
employee or agent is proper in the circumstances. The determination must be
made
(a) by the stockholders; (b) by the board of directors by majority vote of
quorum consisting of directors who were not parties to the action, suit or
proceeding; (c) if a majority vote of a quorum consisting of directors who
were
not parties to the action, suit or proceeding so orders, by independent legal
counsel in a written opinion; or (d) if a quorum consisting of directors who
were not parties to the action, suit or proceeding cannot be obtained, by
independent legal counsel in a written opinion.
Section
78.751(2) of the NRS provides that the articles of incorporation, bylaws or
an
agreement made by the corporation may provide that the expenses of officers
and
directors incurred in defending a civil or criminal action, suit or proceeding
must be paid by the corporation as they are incurred and in advance of the
final
disposition of the action, suit or proceeding, upon receipt of an undertaking
by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he or she is not entitled
to be indemnified by the corporation. Such provision does not affect any rights
to advancement of expenses to which corporate personnel other than directors
or
officers may be entitled under any contract or otherwise by law.
Section
78.751(3) of the NRS provides that the indemnification pursuant to Section
78.7502 of the NRS and advancement of expenses authorized in, or ordered by,
a
court pursuant to Section78.751, (a) does not exclude any other rights to which
a person seeking indemnification or advancement of expenses may be entitled
under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action
in
his official capacity or an action in another capacity while holding his office,
except that indemnification, unless ordered by a court pursuant to Section
78.7502 of the NRS or for the advancement of expenses made pursuant to Section
78.751 (2), may not be made to or on behalf of any director or officer if a
final adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action; and (b) continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors
and
administrators of such a person.
Section
78.752 of the NRS provides that a Nevada corporation may purchase and maintain
insurance or make other financial arrangements on behalf of any person who
acted
in any of the capacities set forth above for any liability asserted against
such
person for any liability asserted against him or her and liability and expenses
incurred by him or her in any such capacity or arising out of his or her status
as such, whether or not the corporation has the authority to indemnify him
or
her against such liabilities and expenses.
The
Amended and Restated Bylaws of the Registrant provide that any person who was
or
is a party or is threatened to be made a party to any threatened or pending
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he, his testator, or intestate is
or
was a director or officer of the Company, or is or was serving at the request
of
the Company as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise, or as a member of any
committee or similar body shall be indemnified against all expenses (including
attorneys' fees), judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit
or
proceeding (including appeals) or the defense or settlement thereof of any
claim, issue, or matter therein, to the fullest extent permitted by the laws
of
Nevada as they may exist from time to time.
The
preceding discussion of the NRS and the Registrant’s Amended and Restated Bylaws
is not intended to be exhaustive and is qualified in its entirety by reference
to the NRS and the Registrant’s Amended and Restated Bylaws.
The
Registrant maintains liability insurance for the benefit of its directors and
certain of its officers, and it has entered into indemnification agreements
with
its directors and executive officers and intends to enter into indemnification
agreements with any new directors and executive officers in the
future.
Item
7. Exemption
from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
Unless
otherwise indicated below as being incorporated by reference to another filing
of the Registrant with the commission, each of the following exhibits is filed
herewith.
Exhibit
Number Description
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4.1
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4.2
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4.3
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4.4
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4.5
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5.1
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23.1
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23.2
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24.1
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Item
9. Undertakings.
(a) The
undersigned Registrant hereby undertakes:
(1) To
file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
(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 information set forth in the Registration Statement; and
(iii) To
include any additional or changed material information on the plan of
distribution;
provided,
however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required
to
be included in a post-effective amendment by those paragraphs is contained
in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act 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.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act of 1933, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (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) 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.
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
Dallas, State of Texas, on October 9, 2007.
ADVANCED
MATERIALS GROUP, INC.
By: /s/
William G. Mortensen
William
G. Mortensen
President
and Chief Financial Officer
KNOW
ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints William G. Mortensen his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
any
and all amendments (including pre-and post-effective amendments) to this
Registration Statement and any additional registration statement pursuant to
Rule 462(b) under the Securities Act of 1933, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as
he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute may lawfully do or cause to be
done
by virtue hereof.
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.
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Signature
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Title
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Date
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/s/
Ricardo G. Brutocao
Ricardo
G. Brutocao
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Chief
Executive Officer and Director
(Principal
Executive Officer)
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|
October
9, 2007
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/s/
William G. Mortensen
William
G. Mortensen
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President
and Chief Financial Officer
(Principal
Financial Officer and
Principal
Accounting Officer)
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October
9, 2007
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/s/
Timothy R. Busch
Timothy
R. Busch
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Chairman
and Director
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October
9, 2007
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/s/
Maurice J. Dewald
Maurice
J. Dewald
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Director
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October
9, 2007
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/s/
N. Price Paschall
N.
Price Paschall
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Director
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October
9, 2007
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/s/
John Sawyer
John
Sawyer
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Director
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October
9, 2007
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EXHIBIT
INDEX
Exhibit
Number Description
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4.1
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4.2
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4.3
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4.4
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4.5
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5.1
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23.1
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23.2
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24.1
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