As Filed With the Securities and Exchange Commission on September 18, 2003
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
BGR CORPORATION
Nevada 98-0353403
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
7263 E. San Alfredo, Scottsdale, AZ 85258
(Address of principal executive offices)(Zip Code)
2003 Stock Compensation Plan
(Full Title of Plan)
Jerry Brown, President
BGR Corporation
7263 E. San Alfredo
Scottsdale AZ 85258
(480) 596-4014
(Name, address and telephone number of agent for service.)
with copies to:
Claudia J. Zaman
Attorney At Law
20700 Ventura Blvd. Suite 227
Woodland Hills, California 91364
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Aggregate Amount
Title of Securities Amount of Shares Offering Offering Registration
to be Registered to be Registered Price per Share Price Fee
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$.00001 par value
Common Stock 1,000,000(1) $.69(2) $690,000 $55.83
TOTALS 1,000,000 $.69 $690,000 $55.83
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(1) 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 employee benefit plan described herein.
(2) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act and is calculated on the basis of the last sales price per share of the
Registrant's common stock on September 10, 2003 as reported by the OTC
Electronic Bulletin Board.
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TABLE OF CONTENTS
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information ................................................... 2
Item 2. Registrant Information and Employee Plan Annual Information ........ 2
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference ............................ 2
Item 4. Description of Securities .......................................... 3
Item 5. Interests of Named Experts and Counsel ............................. 3
Item 6. Indemnification of Directors and Officers .......................... 3
Item 7. Exemption for Registration Claimed ................................. 4
Item 8. Exhibits ........................................................... 4
Item 9. Undertakings ....................................................... 4
SIGNATURES ................................................................. 5
EXHIBIT 4
EXHIBIT 5
EXHIBIT 23.1
EXHIBIT 23.2
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
See Item 2 below.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The documents contained the information specified in Part I, Items 1 and 2, will
be delivered to each of the participants in accordance with Form S-8 and Rule
428 promulgated under the Securities Act of 1933. The participants shall be
provided a written statement notifying them that upon written or oral request
they will be provided, without charge, (1) the documents incorporated by
reference in Item 3 of Part II of the registration statement, and 9ii) other
documents required to be delivered pursuant to Rule 428(b). The statement will
inform the participants that these documents are incorporated by reference in
the Section 10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.
A copy of any document or part hereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to 7263 E. San Alfredo, Scottsdale, AZ 85258.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company under the Securities Exchange Act
of 1934 (the "Exchange Act") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the year ended June 30,
2002, filed pursuant to the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the financial statements
contained in the Form 10-KSB referred to in (a) above.
In addition, all documents subsequently filed pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Exchange Act, prior to filing of a post-effective amendment
which indicates that all securities offered have been sold or which de-registers
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the date
of filing of such documents.
Any statement contained in a documents incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in a subsequently filed document which
is also incorporated by reference herein modified or superseded such statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Other than as set forth below, no named expert or counsel was hired on a
contingent basis, will receive a direct or indirect interest in the small
business issuer, or was a promoter, underwriter, voting trustee, director,
officer, or employee of the Registrant.
Claudia J. Zaman Attorney At Law has given an opinion on the validity of the
securities being registered hereunder. Ms. Zaman does not own any shares of the
Company's stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company shall indemnify to the fullest extent permitted by, and in the
manner permissible under the laws of the State of Nevada, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer of the Company, or served any other enterprise as
director, officer or employee at the request of the Company. The Board of
Directors, in its discretion, shall have the power on behalf of the Company to
indemnify any person, other than a director or officer, made a party to any
action, suit or proceeding by reason of the fact that he/she is or was an
employee of the Company.
Pursuant to the Company's bylaws, the Company shall have the right to indemnify,
to purchase indemnity insurance for, and to pay and advance expenses to,
Directors, Officers and other persons who are eligible for, or entitled to, such
indemnification, payments or advances, in accordance with and subject to the
provisions of Nevada Corporation Law and any amendments thereto, to the extent
such indemnification, payments or advances are either expressly required by such
provisions or are expressly authorized by the Board of Directors within the
scope of such provisions. The right of the Company to indemnify such persons
shall include, but not be limited to, the authority of the Company to enter into
written agreements for indemnification with such persons.
Subject to the provisions of Nevada Revised Statutes and any amendments thereto,
a Director of the Corporation shall not be liable to the Corporation or its
shareholders for monetary damages for an act or omission in the Director's
capacity as a Director, except that this provision does not eliminate or limit
the liability of a Director to the extent the Director is found liable for:
1) a breach of the Director's duty of loyalty to the Corporation or its
shareholders;
2) an act or omission not in good faith that constitutes a breach of duty of the
Director to the Corporation or an act or omission that involves intentional
misconduct or a knowing violation of the law;
3) A transaction from which the Director received an improper benefit, whether
or not the benefit resulted from an action taken within the scope of the
Director's office; or
4) an act or omission for which the liability of a Director is expressly
provided by an applicable statute.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The Exhibits required by Item 601 of Regulation S-B, and an index thereto, are
attached.
ITEM 9. UNDERTAKINGS.
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;
(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, paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs are incorporated by reference from periodic reports filed by the
registrant small business issuer under the Exchange Act.
(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) 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) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit's plan 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.
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(5) 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 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, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Scottsdale, State of Arizona, on September 11, 2003.
BGR CORPORATION
By: /s/ Jerry Brown
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Jerry Brown, President
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:
September 11, 2003 /s/ Gordon Sales
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Gordon Sales, Outside Director
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FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
The following exhibits are filed as part of this registration statement pursuant
to Item 601 of Regulation S-B and are specifically incorporated herein by this
reference:
Exhibit
Number in
Registration
Statement Description
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4 2003 Stock Compensation Plan, Dated September 10, 2003 (filed herewith)
5 Opinion Re: Legality (filed herewith)
23.1 Consent of Accountants (filed herewith)
23.2 Consent of Counsel (included in Exhibit 5)