As filed with the Securities and Exchange Commission on July 30, 2002 Reg.
No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Norstar Group, Inc.
(Exact name of registrant as specified in its charter)
Utah 59-1643698
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
4101 Ravens Wood Road, Suite 128
Fort Lauderdale, Florida 33312
(Address of principal executive offices) (Zip Code)
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CONSULTING AGREEMENTS:
John Taylor
Carolyn O'Brien
Sid Reilly
Isabel Hall
RETAINER AGREEMENT:
Gregory Sichenzia
(Full title of plan)
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Harry DiFrancesco, President
4101 Ravens Wood Road, Suite 128
Fort Lauderdale, FL 33312
(Name and address of agent for service)
(954) 772-0240
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Amount to be offering price Aggregate offering Amount of
Title of securities Registered per share Price Registration fee
to be registered
----------------------- --------------------- -------------------- --------------------- --------------------
Common Stock 5,050,000 $0 .015 $75,750 $ 7.00
($.01 par value)
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Estimated solely for the purpose of determining the amount of registration fee
and pursuant to Rules 457(c) and 457 (h) of the General Rules and Regulations
under the Securities Act of 1993, based upon the average of the high and low
selling prices per share of common stock of Norstar Group, Inc. on July 23,
2002.
PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Item 1 will be
sent or given to individual consultants under such agreements between each
consultant and the registrant.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees, non-employee directors and
consultants, pursuant to Rule 428(b) are available without charge by contacting:
Harry Difrancesco, President
4101 Ravens Wood Road, Suite 128,
Fort Lauderdale, FL 33312
(954) 327-2481
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Norstar Group, Inc. (the "Registrant")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference herein:
(a) the Registrant's amended annual report on Form 10-KSB for the
fiscal year ended December 31, 2001 filed with the Commission on April 2, 2002;
(b) the Registrant's quarterly report on form 10-QSB filed pursuant to
Section 13(a) or Section 15 (d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), filed with the Commission on May 13, 2002;
(c) the Registrant's Form 10SB, filed with the Commission on December
7, 1999 pursuant to Section 12G of the Exchange Act, in which there is described
the terms, rights and provisions applicable to the Registrant's outstanding
Common Stock, and
(d) any document filed by the Registrant with the Commission pursuant
to Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the
date hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which Indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
common Stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the shares of common stock offered hereby will be
passed upon for the Registrant by Sichenzia Ross Friedman Ference LLP, 1065
Avenue of the Americas, 21st Floor, New York, NY 10018. Members of the firm will
receive 250,000 shares of common stock for services rendered, which shares are
being registered in this Registration Statement.
Item 6. Indemnification of Directors and Officers
The Utah Business Corporation Act (the "UBCA"), in general, allows
corporations to indemnify their directors and officers against expenses actual
and reasonable incurred in connection with a proceeding, if the person acted in
good faith and in a manner the person reasonably believed to be in, or not
opposed to, the best interests of the corporation. In the case of a criminal
action or proceeding, the director or officer must have had no reasonable cause
to believe that the person's conduct was unlawful. A corporation may not
indemnify a director (a) in connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to the corporation, or
(b) in connection with any other proceeding charging that the director derived
an improper personal benefit, whether or not involving action in his official
capacity, in which proceeding he was adjudged liable on the basis that he
derived an improper personal benefit.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") 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 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
Securities Act and will be governed by the final adjudication of such issue.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibits to this registration statement are listed in the index to
Exhibits on page 7.
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 1933:
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement:
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement; provided, however, that paragraph (1)(i) and
(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraph is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15
(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments 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 mean of a post-effective amendment
any of the securities being registered hereunder that 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 and 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 above-described provisions or otherwise, the
Registrant has been advised that in the opinion of the 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 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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 a 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 Fort Lauderdale, State of Florida, on July 30, 2002.
Norstar Group, Inc.
By /s/ Harry DiFrancesco
Harry DiFrancesco,
President & Chairman
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.
Signature Title Date
/s/Harry DiFrancesco President and Chairman July 30, 2002
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Harry DiFrancesco
/s/Andrew S. Peck Vice President of Finance, Secretary July 30, 2002
---------------------- and Director
Andrew S. Peck
/s/Maynard Neil Abogov Vice President of Sales Management July 30, 2002
---------------------- and Director
Maynard Neil Abogov
/s/Jay Sanet Vice President of Corporate Development July 30, 2002
----------------------- and Director
Jay Sanet
INDEX TO EXHIBITS
Exhibit Sequentially
NO. Description Numbered Pages
5.1 Opinion of Counsel, regarding the legality of the securities registered hereunder.
10.1 Consulting Agreement with John Taylor
10.2 Consulting Agreement with Carolyn O'Brien
10.3 Consulting Agreement with Sid Reilly
10.4 Consulting Agreement with Isabel Hall
10.5 Retainer Agreement with Gregory Sichenzia
23.1 Consent of J.H. Cohn LLP
23.2 Consent of Counsel (included as part of Exhibit 5.1)