As Filed with the Securities and Exchange Commission on November 20, 2003
Registration No. ____
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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
ADDVANTAGE TECHNOLOGIES GROUP, INC.
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(Exact name of registrant as specified in its charter)
Oklahoma 73-1351610
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(State of Incorporation) (I.R.S. Employer Identification No.)
1605 E Iola, Broken Arrow, OK 74012
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(Address of principal executive offices) (Zip Code)
ADDVANTAGE TECHNOLOGIES GROUP, INC. 1998 INCENTIVE STOCK PLAN
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(Full Title of the Plan)
Kenneth A. Chymiak, President
1605 E. Iola
Broken Arrow, Oklahoma 74012
918-251-9121
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(Name, address and telephone number of agent for service)
Copy to:
Lynnwood R. Moore, Jr.
CONNER & WINTERS, P.C.
3700 First Place Tower
15 East Fifth Street
Tulsa, Oklahoma 74103-4344
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered per share(2) offering price(2) fee(2)
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Common Stock 1,001,041(1) $4.80 $3,767,162.53 $356.30
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(1) This amount represents the maximum number of shares which are currently
issuable pursuant to the ADDvantage Technologies Group, Inc. 1998 Incentive
Stock Plan ("1998 Plan"). Pursuant to Rule 416(a) of the Securities Act of
1933, as amended (the "Securities Act"), this Registration Statement also
covers any additional shares of common stock which become issuable under the
1998 Plan by reason of any stock dividend, stock split, recapitalization or any
other similar transaction effected without receipt of consideration which
results in an increase in the number of shares of the outstanding common stock
of the Registrant.
(2) In accordance with Rule 457(c) and (h), the maximum offering price and the
calculation of the registration fee are based upon the basis of the average of
the bid and asked prices for the Common Stock on November 19, 2003, of $4.80,
as reported on the OTC Bulletin Board, except with respect to 179,000 shares
which are subject to outstanding options under the 1998 Plan the maximum
offering price is determined in accordance with Rule 457(h) on the basis of
the exercise price of such outstanding options, as illustrated by the
following:
Number of
Shares Subject to Offering
Outstanding Stock Options Price Per Aggregate
Under 1998 Plan Share Offering Price
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50,000 $4.00 $200,000
39,500 $3.125 $123,438
67,500 $1.50 $101,250
6,000 $0.81 $4,860
6,000 $1.65 $9,900
10,000 $1.90 $19,000
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179,000 $458,448
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note
The Section 10(a) Prospectus being delivered by ADDvantage Technologies Group,
Inc., formerly known as ADDvantage Media Group, Inc. (the "Company"), to
certain officers, directors, employees or consultants of the Company or its
subsidiaries as required by Rule 428 under the Securities Act of 1933, as
amended (the "Act"), has been prepared in accordance with the requirements of
Form S-8 and relates to shares of common stock, par value $0.01 per share, of
the Company which have been reserved for issuance pursuant to the ADDvantage
Technologies Group, Inc. 1998 Incentive Stock Plan (the "1998 Plan").
Information regarding the 1998 Plan required in the Section 10(a) Prospectus is
included in the documents being maintained and delivered by the Company as
required by Rule 428 under the Act. The Company will provide to the
participants in the 1998 Plan a written statement advising them of the
availability without charge, upon written or oral request, of documents
incorporated by reference herein, as required by Item 2 of Part I of Form S-8.
Upon request, the Company will furnish to the Securities and Exchange
Commission or its staff a copy or copies of all the documents included in such
file.
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Securities Exchange
Commission are incorporated herein by reference:
(a) The Company's annual report on Form 10-KSB for the fiscal year ended
September 30, 2002, filed on January 10, 2003;
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(b) The Company's quarterly reports on Form 10-QSB for the quarter ended
December 31, 2002, filed on February 10, 2003; for the quarter ended
March 31, 2003, filed on May 15, 2003; and for the quarter ended June
30, 2003, filed on August 13, 2003; and
(c) Description of the Company's Common Stock set forth in the Registrant's
Form SB-2 Registration Statement, No. 33-39902-FW, including any
amendment or report filed for the purposes of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 subsequent to the date of this
Registration Statement and 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 herein and to be a part hereof from the date of filing of such
documents (such documents, and the documents listed above, being hereinafter
referred to as "Incorporated Documents"). Any statement contained in an
Incorporated Document shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed Incorporated Document modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Certificate of Incorporation, as amended ("Certificate of
Incorporation") and Bylaws provide that each person who was or is made a party
to, or is involved in, any action, suit or proceeding by reason of the fact
that he or she was a director, officer, employee or agent of the Registrant (or
was serving at the request of the Registrant as a director, officer, employee
or agent for another entity) will be indemnified and held harmless by the
Registrant, to the fullest extent not prohibited by the laws of Oklahoma.
Under Section 1031 of the Oklahoma General Corporation Act (the "OGCA"), a
corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her 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. In the case of an action brought by or in the right of a
corporation, the corporation may indemnify a director, officer, employee or
agent of the corporation against expenses (including attorneys' fees) actually
and reasonably incurred by him or her if he or she acted in good faith and in a
manner he or she reasonably believed to be in the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless a court finds that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem proper.
The Certificate of Incorporation provides that to the maximum extent permitted
by law, a director of the Registrant shall not be liable to the Registrant or
its shareholders for monetary damages for breach of fiduciary duty as a
director, the OGCA permits Oklahoma corporations to include in their
certificates of incorporation a provision eliminating or limiting director
liability for monetary damages arising from breaches of their fiduciary duty.
The only limitations imposed under the OGCA and the Certificate of
Incorporation are that a director's liability will not be limited: (i) for
breaches of the director's duty of loyalty to the corporation or its
shareholders, (ii) for acts or omissions not in good faith or involving
intentional misconduct or known violations or law, (iii) for the payment of
unlawful dividends or unlawful stock purchases or redemptions, or (iv) for
transactions in which the director derived an improper personal benefit.
The foregoing summaries are necessarily subject to the complete text of the
statutes, the Certificate of Incorporation and By-Laws referred to above and
are qualified in their entirety by reference thereto.
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Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
Number Description of Document
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4.1 Certificate of Incorporation, as amended, of the Registrant(1)
4.2 Bylaws of the Registrant(2)
4.3 ADDvantage Media Group, Inc. 1998 Incentive Stock Plan(3)
4.4 First Amendment to ADDvantage Media Group, Inc. 1998 Incentive
Stock Plan
5 Opinion of Conner & Winters, P.C.
23.1 Consent of Tullius Taylor Sartain & Sartain LLP
23.2 Consent of Conner & Winters, P.C. (incorporated into Exhibit 5
hereto)
24.1 Power of Attorney (see page 4)
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(1) Filed as Exhibit 3.1 to the Registrant's Form 10-KSB for the fiscal year
ended September 30, 2002, filed on January 10, 2003, and is incorporated herein
by reference.
(2) Filed as Exhibit 3.2 to the Registrant's Form 10-KSB for the fiscal year
ended September 30, 2002, filed on January 10, 2003, and is incorporated herein
by reference.
(3) The ADDvantage Media Group, Inc. 1998 Incentive Stock Plan (the "1998
Plan") was filed as Appendix A to the Registrant's Proxy Statement relating to
the Registrant's 1998 Annual Meeting, filed April 28, 1998, and is incorporated
herein by reference.
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made of
the securities registered hereby, 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 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this 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 this Registration
Statement; and
(iii) To 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;
provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
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(b) That, for the purpose of determining any liability under 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 at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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 further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
3. Insofar as indemnification for liabilities arising under the Securities Act
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 Securities
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.
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 Form S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Broken Arrow, State of Oklahoma, on the 20th
day of November 2003.
ADDVANTAGE TECHNOLOGIES GROUP, INC.
By: /s/ Kenneth A. Chymiak
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Kenneth A. Chymiak,
President
Power of Attorney
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints KENNETH A. CHYMIAK, and DEE COOPER, his
attorney-in-fact, with the full power of substitution and resubstitution, for
him in any and all capacities, to sign any amendments (including post-effective
amendments) to this Registration Statement on Form S-8 and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, and
each of them, full power and authority to do and perform each and every act
necessary to be done in connection therewith, as fully to all interests and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact, or any of them, or their or his substitutes, may
lawfully or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933 this report has
been signed below by the following persons on behalf of the registrant and in
capacities and on the dates indicated.
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Signature Title Date
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By: /s/ Kenneth A. Chymiak President, and Chief Executive
-------------------------- Officer November 5, 2003
Kenneth A. Chymiak (Principal Executive Officer)
By: /s/ Dee Cooper Controller
------------------------- (Principal Financial and November 4, 2003
Dee Cooper Accounting Officer)
By: /s/ David E. Chymiak Chairman of the Board of
------------------------- Directors November 12, 2003
David E. Chymiak
By: /s/ Freddie H. Gibson Director
------------------------- November 12, 2003
Freddie H. Gibson
By: /s/ Stephen J. Tyde Director
------------------------- November 12, 2003
Stephen J. Tyde
By: /s/ Gary W. Young Director
------------------------- November 6, 2003
Gary W. Young
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