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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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TRSG CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 87-045382
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2121W. Army Trail Road
Suite 105
Addison, IL 60101
(Address of principal executive offices)
The 2003 Benefit Plan of TRSG Corporation
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(Full title of the plan)
Sara Wetzel, President, 2121W. Army Trail Road
Suite 105
Addison, IL 60101
(Name, address, including zip code, of agent for service)
Telephone number for Issuer: (630) 705-1696
CALCULATION OF REGISTRATION FEE
Title of Securities Amounts to Proposed Maximum Proposed Amount of
To be be Offering Price per Aggregate Registration
Registered Registered Share Price Fee
Common Stock, 800,000,000 ______ $800,000 $80.00
$0.001 par value
(1) Bona Fide estimate of maximum offering price solely for calculating the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
based on the average bid and asked price of the registrant's common
stock as of March 24, 2003 a date within five business days prior to
the date of filing of this registration statement.
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In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Plan described herein.
2003 Benefit Plan of TRSG Corporation
Cross-Reference Sheet Pursuant to Rule 404(a)
Cross-reference between items of Part I of Form S-8 and the Section
10(a) Prospectus that will be delivered to each employee, consultant, or
director who participates in the Plan.
Registration Statement Item Numbers and Headings Prospectus Heading
1. Plan Information Section 10(a) Prospectus
2. Registrant Information and Section 10(a) Prospectus
Employee Plan Annual Information
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by TRSG Corporation, a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001.
2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended December 31, 2001.
Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.
Item 4. Description of Securities
The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. (A description of such securities is contained in the
Company's Form 10-SB filed with the Commission, and any amendment or report
filed for the purpose of updating such description. Said description is
incorporated herein by reference. (See "Item 3. Incorporation of Documents by
Reference.")
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Item 5. Interests of Named Experts and Counsel
No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.
Item 6. Indemnification of Directors and Officers
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Securities Act"), may be permitted to members of the
board of directors, officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
The Company's Articles of Incorporation, specifically Article Five, however,
eliminates the personal liability of the officers and directors to shareholders
or the corporation for money damages to shareholders or the Corporation except
(i) for any breach of a director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the General Corporation Law of Delaware as it may from time to time be amended
or any successor provision thereto (the unlawful payment of dividends or
unlawful stock purchases or redemptions), or (iv) for any transaction from which
a director derived an improper personal benefit.
Delaware Corporation Law Section 145 provides that a corporation may limit or
eliminate officers' and directors' personal liability for good faith acts
believed to be in the best interests of the Corporation and with respect to
criminal acts where the director had no reasonable cause to believe his actions
were unlawful. Article VIII of the Company's Bylaws provides that the Company
shall indemnify its officers and directors for any liability, including
reasonable costs of defense, arising out of any act or omission of any officer
or director on behalf of the Corporation to the fullest extent allowed by the
laws of the State of Delaware.
In actions, proceedings and suits involving an officer or director because of
their being or having been an officer or director, other than actions by or in
the right of the corporation, Delaware Corporation Laws Section 145 (the
"Delaware Statute") permits a corporation to indemnify directors or officers
against actual and reasonable expenses, including attorney fees, judgments,
fines and amounts paid in settlement. The Delaware Statute applies to actions,
proceedings or suits whether civil, criminal, administrative or arbitrative in
nature. However, unless a court directs otherwise, indemnification is
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permissible only if the officer or director meets the applicable standard of
conduct and indemnification is proper under the circumstances. In civil cases,
the standard of conduct requires the officer or director to act in good faith
and in a manner he or she reasonably believes to be in or not opposed to the
best interests of the Company. In criminal cases, an officer or director meets
the standard of conduct if they had no reasonable cause to believe his or her
conduct was unlawful. The board of directors acting through a quorum of
disinterested directors, independent legal counsel designated by the board of
directors, or the shareholders shall determine whether indemnification is proper
under the circumstances. Termination of proceedings by judgment, order,
settlement, conviction or plea of no contest or its equivalent, does not of
itself establish a presumption that the officer or director did not meet the
applicable standard of conduct. In actions by or in the right of the Company,
the Company may indemnify an officer or director against expenses provided he or
she satisfies the applicable standard of conduct. However, the Company cannot
indemnify an officer or director adjudged liable to the corporation on any
claim, issue or matter unless, and to the extent, the court determines that
despite the adjudication of liability, and in light of all the circumstances,
the officer or director is fairly and reasonably entitled to indemnity for
expenses. In all proceedings, whether by or in the right of the Company or
otherwise, the Delaware Statute requires indemnification to the extent the
officer or director is successful on the merits or otherwise in defense of the
proceeding or in defense of any claim, issue or matter therein. A Delaware
corporation may provide, either in its articles, bylaws or agreements, that the
corporation shall pay the expenses on behalf of a director or officer prior to
the final disposition of the action upon receipt of an undertaking by or on
behalf of the director or officer to repay those advancements if it is
ultimately determined that the officer or director is not entitled to
indemnification. The Delaware Statute does not exclude other indemnification
rights to which a director or officer may be entitled under the articles of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors, or otherwise; provided that those rights would not indemnify an
officer or director against a judgment or other final adjudication adverse to
the officer or director that establishes the officer's or director's acts or
omissions involved intentional misconduct, fraud or known violation of the law
and were material to the cause of action. The foregoing discussion of
indemnification merely summarizes certain aspects of indemnification provisions
and is limited by reference to Delaware Corporation Laws Section 145, Article
VIII of the Company's Bylaws, and Article Five of the Company's Articles of
Incorporation.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to 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 issues.
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Item 7. Exemption from Registration Claimed
No restricted securities are being re-offered or resold pursuant to this
registration statement.
Item 8. Exhibits.
The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page10.
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 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) To treat, for the purpose of determining any liability under the
Securities Act of 1933, each such 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) 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 this
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.
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(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.
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, on March 17, 2003.
TRSG Corporation
By: /s/ Sara Wetzel
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Sara Wetzel, as President and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Sara Wetzel with power of substitution,
as his attorney-in-fact for him, in all capacities, to sign any amendments to
this registration statement and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact or
his substitutes may 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 date indicated.
Signature Title Date
/s/ Sara Wetzel President and Director March 17, 2003
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Sara Wetzel
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRSG Corporation
(a Delaware corporation)
INDEX TO EXHIBITS
Exhibits SEC Ref. No. Description of Exhibit Page
A 4 2003 Stock Benefit Plan of the
Company
B 5, 23(b) Opinion and consent of Counsel with respect to
the legality of the issuance of securities being
issued
C 23(a) Consent of Accountant
D 99 SECTION 10A PROSPECTUS
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