AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 18, 2002
REGISTRATION NO. 33-____________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
GROUP MANAGEMENT CORP.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 59-2919648
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
12503 EXCHANGE BOULEVARD, SUITE 554
STAFFORD, TEXAS 77477
(Address of Principal Executive Offices, Including Zip Code)
____________________
Consulting Agreements
Employment Agreements
Legal Services Agreements
(Full Title of the Plan)
____________________
Elorian Landers
12503 Exchange Boulevard, Suite 554
Stafford, Texas 77477
(281) 242-4744
(Name, Address, and Telephone Number of Agent for Service)
COPIES TO:
Brian A. Lebrecht, Esq.
The Lebrecht Group, APLC
22342 Avenida Empresa, Suite 230
Rancho Santa Margarita, California 92688
(949) 635-1240
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Share Aggregate Offering Price Registration Fee
---------------------- ------------- -------------------------- ------------------------- -----------------
Common Stock,
par value $0.001 985,000(2) $ 0.125(1) $ 123,125 $ 11.33
---------------------- ------------- -------------------------- ------------------------- -----------------
TOTAL REGISTRATION FEE 985,000 $ 0.125 $ 123,125 $ 11.33
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) based on the average of the closing bid
and ask price as reported by the NASDAQ Over-The-Counter Bulletin Board on
September 10, 2002.
(2) Represents shares of Common Stock to be issued to consultants,
employees, and legal counsel of the Company.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning the Agreements
between Group Management Corp. ("GPMT" or "Registrant") and each of Wes
Christian, Thomas Ware, Brian A. Lebrecht, Elorian Landers, Richard Twardowksi,
Nimish Patel, David Ross and an individual as a representative of Arder-Haden,
required by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the statement of availability of registrant
information, employee benefit plan annual reports and other information required
by Item 2 of Form S-8 will be sent or given to participants as specified in Rule
428. In accordance with Rule 428 and the requirements of Part I of Form S-8,
such documents are not being filed with the Securities and Exchange Commission
(the "Commission") either as part of this registration statement on Form S-8
(the "Registration Statement") or as prospectuses or prospectus supplements
pursuant to Rule 424. GPMT will maintain a file of such documents in accordance
with the provisions of Rule 428. Upon request, GPMT shall furnish to the
Commission or its staff a copy or copies of all of the documents included in
such file.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement:
(i) The Registrant's Annual Report dated April 29, 2002 for the year ended
December 31, 2001 on Form 10-KSB/A filed with the Commission on May 2, 2002.
(ii) The Registrant's Quarterly Report Dated September 6, 2002 for the
quarter ended June 30, 2002 on Form 10-QSB filed with the Commission on
September 9, 2002.
(iii) All other reports and documents previously and subsequently filed by
the Registrant before and after the date of this Registration Statement pursuant
to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference and to be
a part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the Common Stock offered hereby will be
passed upon for the Company by The Lebrecht Group, APLC, counsel to the Company.
Mr. Brian A. Lebrecht, principal of The Lebrecht Group, APLC, is the beneficial
owner of 12,500 shares of Common Stock of the Company as of September 10, 2002.
In addition, the Corporation is including in this registration statement 250,000
shares of Common Stock to be issued to Mr. Lebrecht.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation Laws of the State of Delaware and the Company's Bylaws provide
for indemnification of the Company's Directors for liabilities and expenses that
they may incur in such capacities. In general, Directors and Officers are
indemnified with respect to actions taken in good faith in a manner reasonably
believed to be in, or not opposed to, the best interests of the Company, and
with respect to any criminal action or proceeding, actions that the indemnitee
had no reasonable cause to believe were unlawful. Furthermore, the personal
liability of the Directors is limited as provided in the Company's Articles of
Incorporation.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
3.1 Articles of Incorporation of the Registrant, as amended (incor-
porated by reference)
3.2 Bylaws of the Registrant (incorporated by reference)
5.1 Opinion of The Lebrecht Group, APLC
23.1 Consent of The Lebrecht Group, APLC (included in Exhibit 5.1)
23.2 Consent of Wrinkle, Gardner & Company, P.C., Certified Public
Accountants
___________________
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 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, Form S-8 or Form F-3 and 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
Securities Exchange Act of 1934 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 Securities 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, Registrant
certifies that it has reasonable grounds to believe that is 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 Stafford, State of Texas, on September 11, 2002.
Group Management Corp.
/s/ Elorian Landers
-------------------------------------------
By: Elorian Landers
Its: Chief Executive Officer and Director
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:
/s/ Elorian Landers
-----------------------------------------
Elorian Landers, Chief Executive Officer
and Director (Principal Executive Officer
and Principal Financial Officer and
Principal Accounting Officer)
/s/ Thomas McCrimmon
-----------------------------------------
Thomas McCrimmon, Director
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