SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
CAMELOT
ENTERTAINMENT GROUP, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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52-2195605
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(State
or other jurisdiction of
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(IRS
Employer
|
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incorporation
or organization)
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Identification
No.)
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2020
Main Street, Suite 990
Irvine,
CA 92614
(Address
of Principal Executive Offices, including ZIP Code)
2007
Stock Option Plan
(Full
title of the plan)
Christopher
P. Flannery, Esq.
Astor
Weiss Kaplan & Mandel, LLP
The
Bellvue
200
South Broad Street
Philadelphia,
PA 19102
(Name
and
address of agent for service)
(215)
790-0100
(Telephone
number, including area code, of agent for service)
CALCULATION
OF REGISTRATION FEE
|
Title
of plan to be registered (1)
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Amount
to be
Registered
(2)
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Proposed
maximum offering price per share (3)
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Proposed
maximum aggregate offering price (3)
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Amount
of registration fee
|
|
2007
Stock Option Plan
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20,000,000
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$0.003
|
$60,000
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$1.84
|
|
Totals
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20,000,000
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|
$60,000
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$1.84
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(1)
This
registration statement dated October 19, 2007 covers the common stock issuable
upon the exercise of options issued under the 2007 Stock Option Plan of the
registrant.
(2)
This
registration statement shall also cover an indeterminable number of additional
shares of common stock which may become issued under the amended 2007 Stock
Option Plan by reason of any stock dividend, stock split, re-capitalization
or
any other similar transaction effected without the receipt of consideration
which results in an increase in the number of the registrant's outstanding
shares of common stock.
(3)
This
calculation is made solely for the purposes of determining the registration
fee
pursuant to the provisions of Rule 457(c) under the Securities Act of 1933,
as
amended, and is calculated on the basis of the average price of the common
stock
reported on the OTC Bulletin Board for the week ending October 19, 2007, a
date
within five business days prior to the filing of this registration
statement.
1
PROSPECTUS
CAMELOT
ENTERTAINMENT GROUP, INC.
20,000,000
Shares Of Common Stock
This
prospectus relates to the offer and sale of up to 20,000,000 shares of common
stock of Camelot Entertainment Group, Inc., a Delaware corporation (the
"Company"), issuable upon the exercise of options issued to employees, advisors
and consultants (collectively the "Optionees") pursuant to the 2007 Stock Option
Plan (the "Stock Option Plan") that has been approved by the board of directors
of the Company.
The
common stock is not subject to any restriction on transferability, except with
respect to resale restrictions applicable to shares of our common stock that
are
delivered to Optionees that are deemed to be our
affiliates. Recipients of shares other than persons who are
"affiliates" of Company within the meaning of the Securities Act of 1933, as
amended (the "Securities Act") may sell all or part of the shares in any way
permitted by law, including sales in the over-the-counter market at prices
prevailing at the time of such sale. An affiliate is summarily, any
director, executive officer or controlling stockholder of the Company or any
one
of its subsidiaries. An affiliate of the Company is subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). If an Optionee who is not now an affiliate becomes an
affiliate in the future, he/she would then be subject to Section 16(b) of the
Exchange Act. The common stock is traded on the OTC Bulletin Board
under the symbol "CMEG."
THESE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The
date
of this prospectus is October 19, 2007
2
This
prospectus is part of a registration statement which was filed and became
effective under the Securities Act, and does not contain all of the information
set forth in the registration statement, certain portions of which have been
omitted pursuant to the rules and regulations promulgated by the U.S. Securities
and Exchange Commission (the "Commission") under the Securities
Act. The statements in this prospectus as to the contents of any
contracts or other documents filed as an exhibit to either the registration
statement or other filings by the Company with the Commission are qualified
in
their entirety by the reference thereto.
A
copy of
any document or part thereof incorporated by reference in this prospectus but
not delivered herewith will be furnished without charge upon written or oral
request. Requests should be addressed to: Robert Atwell, Chairman of the Board,
2020 Main Street, Suite 990, Irvine, California 92614. The Company's telephone
number is (949) 777-1090.
The
Company is subject to the reporting requirements of the Exchange Act and files
reports and other information with the Commission. These reports, as
well as proxy statements, information statements and other information filed
by
the Company under the Exchange Act, may be inspected and copied at the public
reference facilities maintained by the Commission at 100 F Street, NE,
Washington, 20549.
No
person
has been authorized to give any information or to make any representation,
other
than those contained in this prospectus, and, if given or made, such other
information or representation must not be relied upon as having been authorized
by the Company. This prospectus does not constitute an offer or a solicitation
by anyone in any state in which such is not authorized or in which the person
making such is not qualified or to any person to whom it is unlawful to make
an
offer or solicitation.
Neither
the delivery of this prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has not been a change in the
affairs of the Company since the date hereof.
3
TABLE
OF CONTENTS
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INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
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5
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Item
1. Stock Option Plan information
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5
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Item
2. Registrant Information and Employee Plan Annual
Information
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5
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INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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6
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Item
3. Incorporation of Documents by Reference
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6
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Item
4. Description of Securities
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6
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Item
5. Interests of Named Experts and Counsel
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6
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Item
6. Indemnification of Officers, Directors, Employees and Agents;
Insurance
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6
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Item
7. Exemption from Registration Claimed
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7
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Item
8. Exhibits
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7
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Item
9. Undertakings
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8
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SIGNATURES
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9
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4
PART
1
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM
1. STOCK OPTION PLAN INFORMATION.
THE
COMPANY
The
Company has its principal executive offices at 2020 Main Street, Suite 990,
Irvine, California 92614. The Company's telephone number is (949)
777-1090.
PURPOSE
The
Company will issue common stock to Optionees upon the exercise of options held
by those Optionees, which options were granted pursuant to the Stock Option
Plan, which has been approved by the Board of Directors and stockholders of
the
Company. The Stock Option Plan is intended to provide a method
whereby the Company may be stimulated by the ongoing commitment, personal
involvement and dedication of our Employees, Advisors and Consultants in our
future prosperity, thereby advancing the interests of the Company, and all
of
our stockholders. A copy of the Stock Option Plan has been filed as
an exhibit to this registration statement.
COMMON
STOCK
The
Company’s Board of Directors has authorized the issuance of up to 20,000,000
shares of the common stock to the persons holding options covered by the amended
Stock Option Plan upon effectiveness of this registration
statement.
OPTIONEES
The
Company relies on employees and a variety of outside or independent consultants
for a variety of services from time to time. In exchange for consulting services
that benefit us, we intend to compensate them for their services under the
terms
of the Stock Option Plan by delivering options for the purchase of our common
stock to them in lieu of cash compensation.
NO
RESTRICTIONS ON TRANSFER
The
Optionees will become the record and beneficial owners of the shares of common
stock upon the exercise of options and will be entitled to all of the rights
of
ownership, including the right to vote any shares awarded and to receive
ordinary cash dividends on the common stock.
ITEM
2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
Not
Applicable.
5
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The
following documents filed with the Commission by the Company are incorporated
herein by reference:
(a)
The
Company's latest Annual Report on Form 10-KSB for the year ended December 31,
2006, as well as the Company's quarterly report filed on Form 10-QSB for the
period ended June 30, 2007;
(b)
The
reports of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the fiscal year ended December 31, 2006;
(c)
All
other documents filed by the Company after the date of this amended registration
statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this registration statement
which de-registers 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 such documents.
ITEM
4. DESCRIPTION OF SECURITIES.
Not
applicable.
ITEM
5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not
applicable
ITEM
6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Indemnification
of Directors and Officers.
Section 145
of the Delaware General Corporation Law permits indemnification of a
corporation’s officers and directors under certain conditions and subject to
certain limitations. Section 145 of the Delaware General Corporation Law
also provides that a corporation has the power to purchase and maintain
insurance on behalf of its officers and directors against any liability asserted
against such person and incurred by him or her in such capacity, or arising
out
of his or her status as such, whether or not the corporation would have the
power to indemnify him or her against such liability under the provisions of
Section 145 of the Delaware General Corporation Law.
Article VII,
Section I of our Bylaws provides that we will indemnify our directors and
executive officers to the fullest extent permitted by the Delaware General
Corporation Law. The rights to indemnity thereunder continue as to a person
who
has ceased to be a director, officer, employee or agent and inure to the benefit
of the heirs, executors and administrators of the person. In addition, expenses
incurred by a director or executive officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding by reason of the
fact
that he or she is or was our director or officer (or was serving at our request
as a director or officer of another corporation) shall be paid by us in advance
of the final disposition of such action, suit or proceeding upon receipt of
an
undertaking by or on behalf of such director or officer to repay such amount
if
it shall ultimately be determined that he or she is not entitled to be
indemnified by us as authorized by the relevant section of the Delaware General
Corporation Law.
As
permitted by Section 102(b)(7) of the Delaware General Corporation Law,
Article VIII of our Amended and Restated Certificate of Incorporation
provides that our directors shall not be personally liable for monetary damages
for breach of fiduciary duty as a director, except for liability (a) for
any breach of the director’s duty of loyalty to us or our stockholders,
(b) for acts or omissions not in good faith or acts or omissions that
involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the Delaware General Corporation Law or (d) for any
transaction from which the director derived any improper personal
benefit.
6
ITEM
6. INDEMNIFICATION OF OFFICERS AND
DIRECTORS. - continued
We
have
entered into indemnification agreements with our directors and executive
officers. Generally, the indemnification agreements attempt to provide the
maximum protection permitted by Delaware law as it may be amended from time
to
time. The indemnification agreements provide for us to advance to the individual
any and all reasonable expenses (including legal fees and expenses) incurred
in
investigating or defending any action, suit or proceeding. In order to receive
an advance of expenses, the individual must submit to us a statement or
statements that reasonably evidence(s) such expenses. Also, the individual
must
repay such advances upon a final judicial decision that he or she is not
entitled to indemnification.
We
have
purchased directors’ and officers’ liability insurance.
The
foregoing indemnification provisions are broad enough to encompass certain
liabilities of directors and officers of Company under the Securities Act of
1933.
INSOFAR
AS INDEMNIFICATION FOR LIABILITIES OCCURRING PURSUANT TO THE PROVISIONS OF
THE
SECURITIES ACT OF 1933 MAY BE PERMITTED AS TO DIRECTORS, OFFICERS, OR PERSONS
CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE COMPANY HAS
BEEN INFORMED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION,
SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THAT ACT AND,
THEREFORE, IS UNENFORCEABLE.
ITEM
7. EXEMPTION FROM REGISTRATION CLAIMED.
Not
applicable.
ITEM
8. EXHIBITS.
(a)
The
following exhibits are filed as part of this registration statement pursuant
to
Item 601 of the Regulation SB and are specifically incorporated herein by this
reference:
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Exhibit
No.
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Title
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4.1
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2007
Stock Option Plan
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5.1
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Legal
opinion of Astor Weiss Kaplan & Mandel, LLP.
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23.1
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Consent
of Astor Weiss Kaplan & Mandel, LLP (Incorporated by Reference in
Exhibit 5.1)
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23.2
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Consent
of Independent Certified Public
Accountant
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7
ITEM
9. UNDERTAKINGS.
The
undersigned registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration statement
to:
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(i)
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include
any prospectus required by Section 10(a)(3) of the Securities
Act;
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(ii)
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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, represents a fundamental
change in the information set forth in the registration
statement;
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(iii)
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include
any material information with respect to the plan of distribution
not
previously disclosed in this registration statement or any material
change
to such information in this registration
statement.
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Provided,
however, that paragraphs (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
incorporated by reference from periodic reports filed 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.
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(2)
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That,
for the purpose of determining any liability pursuant to the Securities
Act, 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 offered at that time shall be deemed
to be the
initial bona fide offering thereof.
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(3)
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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.
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(4)
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To
deliver or cause to be delivered with the prospectus, to each person
to
whom the prospectus is sent or given, the latest annual report to
security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under
the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X
is not
set forth in the prospectus, to deliver, or cause to be delivered
to each
person to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the prospectus
to
provide such interim financial
information.
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(5)
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Insofar
as indemnification for liabilities arising under the Securities Act
may be
permitted to directors, officers and controlling persons of registrant
pursuant to the foregoing provisions, or otherwise, registrant has
been
advised that in the opinion of the Securities and Exchange Commission
such
indemnification is against public policy as expressed in the Securities
Act and is therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by
registrant of expenses incurred or paid by a director, officer or
controlling person of 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, 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 is against public policy as
expressed in the Act and will be governed by the final adjudication
of
such issue.
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The
undersigned hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of 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 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.
8
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
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 Irvine, California
on this 19th day of October, 2007.
CAMELOT
ENTERTAINMENT GROUP, INC.
(Registrant)
/s/
Robert Atwell
Robert
Atwell
President
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.
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SIGNATURES
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TITLE
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DATE
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Robert
Atwell
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Principal
Executive Officer
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October
19, 2007
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George
Jackson
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Principal
Financial Officer
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October
19, 2007
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Principal
Accounting Officer
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Director
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9