SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GLOBAL CONCEPTS, LTD.
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(Exact name of Registrant as specified in Charter)
Colorado 84-1191355
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(State of Incorporation) (I.R.S. Employer I.D. Number)
14 Garrison Inn Lane, Garrison, NY 10524
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(Address of Principal Executive Offices)
2005 EQUITY INCENTIVE PLAN
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(Full Title of Plan)
MICHAEL MARGOLIES
Global Concepts, Ltd.
14 Garrison Inn Lane
Garrison, NY 10524
(845) 424-4100
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(Name, Address and Telephone Number of Agent for Service)
Copy to:
ROBERT BRANTL, ESQ.
322 Fourth Street
Brooklyn, NY 11215
(718) 768-6045
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price per Offering Registration
Registered Registered(1) Share (2) Price (2) Fee
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Common Stock, 20,000,000 shares $.044 $880,000 $103.58
no par value
(1) This Registration Statement also covers an indeterminable number of
additional shares that may be issued as a result of an adjustment in the
shares in the event of a stock split, stock dividend or similar capital
adjustment, as required by the Plan.
(2) The price stated is estimated solely for purposes of calculation of the
registration fee and is the product resulting from multiplying 20,000,000
shares by $.044, the closing price of shares of the Common Stock on the
OTC Bulletin Board on January 14, 2005
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Global Concepts, Ltd. is incorporating by reference the following
documents previously filed with the Securities and Exchange Commission:
(a) Global Concepts' Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2003;
(b) Global Concepts' Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2004;
(c) Global Concepts' Quarterly Report on Form 10-QSB for the quarter
ended June 30, 2004;
(d) Global Concepts' Quarterly Report on Form 10-QSB for the quarter
ended September 30, 2004;
(e) Global Concepts' Current Report on Form 8-K dated October 1, 2004;
(f) Global Concepts' Current Report on Form 8-K dated October 1, 2004;
(g) Global Concepts' Current Report on Form 8-K dated December 8,
2004;
(h) the description of Global Concepts' Common Stock contained in its
Registration Statement on Form 10-SB.
Global Concepts is also incorporating by reference all documents
hereafter filed by Global Concepts pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, 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.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Robert Brantl, Esq., counsel to Global Concepts, has passed upon the
validity of the shares registered pursuant to this Registration Statement.
Mr. Brantl holds no interest in the securities of Global Concepts.
Item 6. Indemnification of Directors and Officers.
Section 7-109 of the Colorado Business Corporation Act authorizes a
corporation to provide indemnification to a director or officer of the
corporation against liability and expenses actually and reasonably incurred
by him in connection with a proceeding, if such party conducted himself 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, except that with respect to any action which results in a judgment
against the person and in favor of the corporation or a judgment on the
basis that the person derived and improper personal benefit, the corporation
may not indemnify unless a court determines that the person is fairly and
reasonably entitled to the indemnification. Section 7-109 further provides
that indemnification shall be provided if the party in question is successful
on the merits.
Article VI of the Bylaws of Global Concepts provides that Global Concepts
shall indemnify directors and officers to the extent authorized by the
Colorado Business Corporation Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 2005 Equity Incentive Plan
5 Opinion of Robert Brantl, Esq.
23.1 Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.
23.2 Consent of Robert Brantl, Esq. is contained in his opinion, filed
as Exhibit 5.
Item 9. Undertakings.
Global Concepts hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement 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;
(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;
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the 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 this 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 the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of Global Concepts pursuant to the provisions of the
Colorado Business Corporation Act or otherwise, Global Concepts 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 Global Concepts of
expenses incurred or paid by a director, officer or controlling person of
Global Concepts 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, Global Concepts 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Global Concepts, Ltd. 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 under
signed, thereunto duly authorized, in the Town of Garrison and the State of
New York on the 18th day of January, 2005.
GLOBAL CONCEPTS, LTD.
By:/s/Michael Margolies
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Michael Margolies
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 indicated on January 18, 2005.
Name Title
/s/Michael Margolies Chairman (Chief Executive Officer, Chief
--------------------- Financial Officer, Chief Accounting Officer),
Michael Margolies Director
/s/Stanley Chason Director
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Stanley Chason
INDEX TO EXHIBITS
4.1 2005 Equity Incentive Plan
5 Opinion of Robert Brantl, Esq.
23.1 Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.
23.2 Consent of Robert Brantl, Esq. is contained in his opinion, filed
as Exhibit 5.