UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
INTERACT
HOLDINGS GROUP, INC.
(Exact
name of registrant as specified in its charter)
|
Florida
|
|
65-1102865
|
|
(State
or other jurisdiction of
|
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
|
Identification
No.)
|
550
Greens Parkway, Suite 230
Houston,
TX 77067
(Address
of principal executive offices, including zip code)
(619)
342-7449
(Issuer's
telephone number)
INTERACT
HOLDINGS GROUP, INC.
NON-EMPLOYEE
DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN
FOR
THE YEARS 2006 AND 2007, AS AMENDED
(Full
Title of Plan)
GERSTEN
SAVAGE LLP
Arthur
S.
Marcus, Esq.
600
Lexington Avenue, 9th Floor
New
York,
NY 10022
Phone:
(212) 752-9700; Fax: (212) 980-5192
(Agent
for Service)
CALCULATION
OF REGISTRATION FEE
|
Title
Of Securities To
|
|
Amount To Be
|
|
Proposed Maximum
Offering Price Per
|
|
Proposed Maximum
Aggregate Offering
|
|
Amount
Of
|
|
|
Be
Registered
|
|
Registered(1)
|
|
Share(2)
|
|
Price(2)
|
|
Registration Fee(2)
|
|
|
Common
Stock
$0.00001
par value
|
|
|
34,085,356
|
|
|
$0.00025
|
|
|
$8521.34
|
|
|
$0.26
|
|
|
(1)
|
Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended, this
Registration Statement shall also cover such indeterminate amount
of
shares of common stock as may be issued to prevent dilution resulting
from
stock splits, stock dividends or similar transactions.
|
|
(2)
|
The
securities of the Issuer are presently listed for trading on the
OTCBB.
The price is determined based on the average of the high ($0.0003)
and low
($0.0002) sale prices of such securities on October 19, 2007. Calculated
solely for the purpose of determining the registration fee and computed
in
accordance with Rules 457(c) and 457(h) of the Securities Act of
1933, as
amended.
|
EXPLANATORY
NOTE
This
Registration Statement on Form S-8 is being filed to reflect amendments made
to
the Non-Employee Directors and Consultants Retainer Stock Plan for the Years
2006 and 2007, as amended (the “Plan”) of Interact Holdings Group, Inc. (the
“Company” or the “Registrant”), to change the name of the Plan and to increase
the number of shares of common stock, par value $0.00001 par share, of the
Company which have been reserved for issuance thereunder, from 15,914,644 shares
to 50,000,000
shares. This registration statement on Form S-8 is being filed to register
these
additional 34,085,356 shares.
The
amendments to the Plan were approved by the Company’s Board of Directors and
stockholders on October 15, 2007.
PART
I
INFORMATION
REQUIRED IN SECTION 10(a) PROSPECTUS
Item
1. Plan
Information.(1)
Item
2. Registrant
Information and Employee Plan Annual
Information.(1)
PART
II
Item
3. Incorporation
of Documents by Reference.
The
following documents filed by the Registrant with the Commission are hereby
incorporated by reference in this Registration Statement:
(a)
The
Registrant's Form 10-KSB containing Audited Financial Statements for the
Registrant's fiscal year ended December 31, 2006, filed with the Commission
on
May 10, 2007;
(b)
All
other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") which have been filed by the
Registrant since the end of the fiscal year:
| |
(i)
|
our
Quarterly Report on Form 10QSB for the quarter ended March 31, 2007,
filed
with the Commission on May 17,
2007;
|
| |
(ii)
|
our
Quarterly Report on Form 10QSB for the quarter ended June 30, 2007,
filed
with the Commission on August 16,
2007;
|
| |
(iii)
|
our
Current Report on Form 8-K, filed with the Commission on January
11, 2007;
and
|
(1)
The
document(s) containing the information specified in Part I of Form
S-8 (plan
information and registrant information) will be sent or given to employees
as
specified by Securities Act Rule 428(b)(1). Such documents need not
be filed
with the Securities and Exchange Commission (the "Commission") either
as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Securities Act Rule 424. These documents, which include
the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to
Part II,
Item 3 of this Form S-8, taken together, constitute a prospectus that
meets the
requirements of Section 10(a) of the Securities Act.
| |
(iv)
|
our
Current Report on Form 8-K, filed with the Commission on January
19, 2007.
|
(c)
A
description of the Registrant's securities contained in the Registration
Statement on Form SB-2 filed with the Commission on October 4, 2001, filed
by
the Registrant to register the common stock under the Securities Act, including
all amendments filed for the purpose of updating such common stock description.
In
addition, 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 which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a
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.
Not
Applicable.
Item
6. Indemnification of Directors and Officers.
Our
By-Laws provide that the Company shall indemnify its directors, officer,
employees, and agents as provided in the Articles of Incorporation. The Articles
of Incorporation provide that the directors shall be protected from personal
liability to the fullest extent permitted by applicable law.
Title
XXXVI, Chapter 607.0850 of the Florida Statutes provides as follows:
Chapter
607.0850. Indemnification of officers, directors, employees, and
agents.
(1)
A
corporation shall have power to indemnify any person who was or is a party
to
any proceeding (other than an action by, or in the right of, the corporation),
by reason of the fact that he or she 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 liability incurred in
connection with such proceeding, including any appeal thereof, if he or she
acted in good faith and in a manner he or she 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 or her
conduct was unlawful. The termination of any proceeding by judgment, order,
settlement, or conviction or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in, or not
opposed to, the best interests of the corporation or, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or
her
conduct was unlawful.
(2)
A
corporation shall have power to indemnify any person, who was or is a party
to
any proceeding by or in the right of the corporation to procure a judgment
in
its favor by reason of the fact that the person 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 and
amounts paid in settlement not exceeding, in the judgment of the board of
directors, the estimated expense of litigating the proceeding to conclusion,
actually and reasonably incurred in connection with the defense or settlement
of
such proceeding, including any appeal thereof. Such indemnification shall be
authorized if such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification shall be made under this subsection
in respect of any claim, issue, or matter as to which such person shall have
been adjudged to be liable unless, and only to the extent that, the court in
which such proceeding was brought, or any other court of competent jurisdiction,
shall determine upon application that, despite the adjudication of liability
but
in view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
(3)
To
the extent that a director, officer, employee, or agent of a corporation has
been successful on the merits or otherwise in defense of any proceeding referred
to in subsection (1) or subsection (2), or in defense of any claim, issue,
or
matter therein, he or she shall be indemnified against expenses actually and
reasonably incurred by him or her in connection therewith.
(4)
Any
indemnification under subsection (1) or subsection (2), unless pursuant to
a
determination by a court, shall be made by the corporation only as authorized
in
the specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he or she
has
met the applicable standard of conduct set forth in subsection (1) or subsection
(2). Such determination shall be made:
(a)
By
the board of directors by a majority vote of a quorum consisting of directors
who were not parties to such proceeding;
(b)
If
such a quorum is not obtainable or, even if obtainable, by majority vote of
a
committee duly designated by the board of directors (in which directors who
are
parties may participate) consisting solely of two or more directors not at
the
time parties to the proceeding;
(c)
By
independent legal counsel:
1.
Selected by the board of directors prescribed in paragraph (a) or the committee
prescribed in paragraph (b); or
2.
If a
quorum of the directors cannot be obtained for paragraph (a) and the committee
cannot be designated under paragraph (b), selected by majority vote of the
full
board of directors (in which directors who are parties may participate); or
(d)
By
the shareholders by a majority vote of a quorum consisting of shareholders
who
were not parties to such proceeding or, if no such quorum is obtainable, by
a
majority vote of shareholders who were not parties to such proceeding.
(5)
Evaluation of the reasonableness of expenses and authorization of
indemnification shall be made in the same manner as the determination that
indemnification is permissible. However, if the determination of permissibility
is made by independent legal counsel, persons specified by paragraph (4)(c)
shall evaluate the reasonableness of expenses and may authorize indemnification.
(6)
Expenses incurred by an officer or director in defending a civil or criminal
proceeding may be paid by the corporation in advance of the final disposition
of
such proceeding upon receipt of an undertaking by or on behalf of such director
or officer to repay such amount if he or she is ultimately found not to be
entitled to indemnification by the corporation pursuant to this section.
Expenses incurred by other employees and agents may be paid in advance upon
such
terms or conditions that the board of directors deems appropriate.
(7)
The
indemnification and advancement of expenses provided pursuant to this section
are not exclusive, and a corporation may make any other or further
indemnification or advancement of expenses of any of its directors, officers,
employees, or agents, under any bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.
However, indemnification or advancement of expenses shall not be made to or
on
behalf of any director, officer, employee, or agent if a judgment or other
final
adjudication establishes that his or her actions, or omissions to act, were
material to the cause of action so adjudicated and constitute:
(a)
A
violation of the criminal law, unless the director, officer, employee, or agent
had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful;
(b)
A
transaction from which the director, officer, employee, or agent derived an
improper personal benefit;
(c)
In
the case of a director, a circumstance under which the liability provisions
of
s. 607.0834 are applicable; or
(d)
Willful misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by or in the right of the corporation to procure
a
judgment in its favor or in a proceeding by or in the right of a
shareholder.
(8)
Indemnification and advancement of expenses as provided in this section shall
continue as, unless otherwise provided when authorized or ratified, to a person
who has ceased to be a director, officer, employee, or agent and shall inure
to
the benefit of the heirs, executors, and administrators of such a person, unless
otherwise provided when authorized or ratified.
(9)
Unless the corporation's articles of incorporation provide otherwise,
notwithstanding the failure of a corporation to provide indemnification, and
despite any contrary determination of the board or of the shareholders in the
specific case, a director, officer, employee, or agent of the corporation who
is
or was a party to a proceeding may apply for indemnification or advancement
of
expenses, or both, to the court conducting the proceeding, to the circuit court,
or to another court of competent jurisdiction. On receipt of an application,
the
court, after giving any notice that it considers necessary, may order
indemnification and advancement of expenses, including expenses incurred in
seeking court-ordered indemnification or advancement of expenses, if it
determines that:
(a)
The
director, officer, employee, or agent is entitled to mandatory indemnification
under subsection (3), in which case the court shall also order the corporation
to pay the director reasonable expenses incurred in obtaining court-ordered
indemnification or advancement of expenses;
(b)
The
director, officer, employee, or agent is entitled to indemnification or
advancement of expenses, or both, by virtue of the exercise by the corporation
of its power pursuant to subsection (7); or
(c)
The
director, officer, employee, or agent is fairly and reasonably entitled to
indemnification or advancement of expenses, or both, in view of all the relevant
circumstances, regardless of whether such person met the standard of conduct
set
forth in subsection (1), subsection (2), or subsection (7).
(10)
For
purposes of this section, the term "corporation" includes, in addition to the
resulting corporation, any constituent corporation (including any constituent
of
a constituent) absorbed in a consolidation or merger, so that any person who
is
or was a director, officer, employee, or agent of a constituent corporation,
or
is or was serving at the request of a constituent corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, is in the same position under this section with
respect to the resulting or surviving corporation as he or she would have with
respect to such constituent corporation if its separate existence had continued.
(11)
For
purposes of this section:
(a)
The
term "other enterprises" includes employee benefit plans;
(b)
The
term "expenses" includes counsel fees, including those for appeal;
(c)
The
term "liability" includes obligations to pay a judgment, settlement, penalty,
fine (including an excise tax assessed with respect to any employee benefit
plan), and expenses actually and reasonably incurred with respect to a
proceeding;
(d)
The
term "proceeding" includes any threatened, pending, or completed action, suit,
or other type of proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal;
(e)
The
term "agent" includes a volunteer;
(f)
The
term "serving at the request of the corporation" includes any service as a
director, officer, employee, or agent of the corporation that imposes duties
on
such persons, including duties relating to an employee benefit plan and its
participants or beneficiaries; and
(g)
The
term "not opposed to the best interest of the corporation" describes the actions
of a person who acts in good faith and in a manner he or she reasonably believes
to be in the best interests of the participants and beneficiaries of an employee
benefit plan.
(12)
A
corporation shall have power to purchase and maintain insurance on behalf of
any
person who 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 any liability asserted against the person and incurred
by him or her in any such capacity or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify the person
against such liability under the provisions of this section.
The
foregoing rights of indemnification are not intended to be exclusive of any
other right to which those indemnified may be entitled, and the Company has
reserved the right to provide additional indemnity and rights to its directors,
officers, employees or agents to the extent they are consistent with law.
Item
7. Exemption from Registration Claimed.
Not
Applicable.
Item
8. Exhibits.
See
Index
to Exhibits, which list of exhibits is incorporated herein by
reference.
Item
9. Undertakings.
1. Issuer
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: (i) include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933; (ii) 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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and (iii) 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 (1)(i) and (1)(ii) do not apply
if
the registration statement is on Form S-3 or S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in
periodic reports we file 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.
2. 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 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.
3. 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, in the City of
Houston, State of Texas, on October 19, 2007.
| |
INTERACT
HOLDINGS GROUP, INC. |
| |
|
| |
|
| |
|
| |
Chief
Executive Officer
|
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.
|
Signature
|
|
Title
|
|
Date
|
|
/s/
Jeffrey W. Flannery
|
|
Chief
Executive Officer, Chief Financial Officer and Director
|
|
October
19, 2007
|
|
Jeffrey
W. Flannery
|
|
|
|
|
| |
|
|
|
|
|
/s/
James E. Nelson
|
|
President,
Chief Operating Officer and Director
|
|
October
19, 2007
|
|
James
E. Nelson
|
|
|
|
|
INDEX
TO EXHIBITS
|
Exhibit
Number
|
|
Exhibit
|
|
4.1
|
|
Non-Employee
Directors and Consultants Retainer Stock Plan for the Years 2006
and 2007,
as amended as of October 15, 2007
|
|
5.1
|
|
Opinion
of Gersten Savage LLP
|
|
23.1
|
|
Consent
of Gruber & Company, LLC, Independent Auditors
|
|
23.2
|
|
Consent
of Gersten, Savage LLP (incorporated by reference to Exhibit
5.1)
|