2050 Motors, Inc. – ‘S-8’ on 4/4/97

As of:  Friday, 4/4/97   ·   Effective:  4/4/97   ·   Accession #:  950150-97-501   ·   File #:  333-24535

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Form S-8 Registration Statement                       10     33K 
 2: EX-5.1      Opinion of Law Offices of William B. Barnett           2     10K 
 3: EX-24.2     Consent of Ernst & Young LLP                           1      5K 

S-8   —   Form S-8 Registration Statement
Document Table of Contents

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As filed with the Securities and Exchange Commission on April 5, 1997.

                                                 Registration No. 333-__________
================================================================================

SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549
___________________________________________________ 

FORM S-8
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933
___________________________________________________ 

COSMETIC GROUP U.S.A., INC. 
(Exact name of registrant as specified in its charter)

California                                       95-4040591       
------------------------                     ---------------------------------  
(State of Incorporation)                     (IRS Employer Identification No.)  

11312 Penrose Street
Sun Valley, California 91352
------------------------------------------- 
(Address of principal executive offices)

______________________________________  

Amended and Restated 1990 
Stock Incentive Plan
______________________________________

ALFRED E. BOOTH, JR.
Chief Executive Officer 
11312 Penrose Street
Sun Valley, California 91352
(818) 767-2889
(Name, address and telephone number of agent for service) 
_____________________________________ 

Copy to:

William B. Barnett, Esq.
Law Offices of William B. Barnett 
15233 Ventura Boulevard, Suite 1110 
Sherman Oaks, California 91403
(818) 789-2688

If any of the securities being registered on this Form are to be offered on a   
delayed or continuous basis pursuant to Rule 415 under the Securities Act of    
1933, check the following  [ X ]                                                

Total sequentially numbered pages in this document:  10                         

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                                                                [Download Table]


===============================================================================
                        CALCULATION OF REGISTRATION FEE                        
-------------------------------------------------------------------------------
Title of                            Proposed        Proposed       Amount      
Securities           Amount         Maximum         Maximum        of          
to be                to be          Price Per       Offering       Registration
Registered           Registered     Share (1)       Price          Fee         
-------------------------------------------------------------------------------
                                                                               
Common Stock,                                                                  
no par value         1,000,000         $3.00      $3,000,000        $  990.00  
===============================================================================

(1)      Estimated for the sole purpose of calculating the registration fee in  
  accordance with Rule 457(h) under the Securities Act of 1933, as
amended.                                                      

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Explanatory Note

     This Registration Statement on Form S-8 relates to the registration
of:                                                                             

        a)      1,000,000 shares of Common Stock issuable upon the exercise of
               options granted and to be granted under the Company's Amended
and Restated 1990 Stock Incentive Plan.       

      All of the options set forth above are or will be exercisable at not
less than the fair market value on date of grant.                               

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PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN OF INFORMATION                                                    

       The document(s) containing the information specified in Items 1 and 2
of Part I of Form S-8 will be sent or given to plan participants as specified   
in Rule 428(b)(1) and, in accordance with the instructions to Part I, are not   
filed with the Commission as part of this Registration Statement.               

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION            

  The Company will furnish without charge to each person to whom a
Section 10(a) Prospectus is delivered, upon the written or oral request of such 
person, a copy of any and all of the documents incorporated herein by reference 
in Item 3 of Part II of this registration statement.  Requests should be        
addressed to:  Howard L. Simon, Corporate Secretary, Cosmetic Group U.S.A.,     
Inc., 11312 Penrose Street, Sun Valley, California 91352, Telephone No. (818)   
767-2889.                                                                       

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PART II 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE                                

   Incorporation by reference in this registration statement are the
following documents and information previously filed with the Securities and    
Exchange Commission (the "Commission"):                                         

1.       Cosmetic Group U.S.A., Inc. (the "Company") Annual Report on Form      
10-KSB for the year ended December 31, 1996, filed pursuant to Section 13 or    
15(d) of the Securities Exchange Act of 1934 (File No. 0-19227).                

2.       All documents filed by the Company pursuant to Section 13(a), 13(c),   
14 or 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 herein and to be a part hereof from the date of       
filing of such documents.  Any statement contained in a document incorporated   
or deemed to be 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 herein or in any other subsequently filed document which    
also is incorporated or deemed to be incorporated by reference herein modifies  
or supersedes such statement.  Any such statement so modified or superseded     
shall not be deemed to constitute a part of this registration statement except  
as so modified or replaced.                                                     

3.       The description of the Company's Common Stock contained in its         
Registration Statement pursuant to Section 12 of the Exchange Act, as amended   
from time to time.                                                              

        Any statement contained in a document 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 herein modifies or replaced  
such statement.  Any such statement shall not be deemed to constitute a part of 
this registration statement except as so modified or replaced.                  

ITEM 4.  DESCRIPTION OF SECURITIES - NOT APPLICABLE.                            

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.                                

     The legality of the shares of common stock to be issued pursuant to
this registration will be passed upon by the Law Offices of William B. Barnett, 
Sherman Oaks, California.  A total of approximately 37,100 options to acquire   
(less than one percent                                                          

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of the total issued and outstanding shares of common stock) are beneficially    
owned by William B. Barnett, a director of the Company.  Since 1991, Mr.        
Barnett's law firm has performed and continues to perform legal services for    
the Company.                                                                    

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

       Section 317 of the General Corporation Law of the State of California
permits a corporation to indemnify any person who was or is a party or is       
threatened to be made a party to any threatened, pending or completed action,   
suit or proceeding, whether civil, criminal, administrative or investigative    
(other than an action by or in the right of the corporation), by reason of the  
fact that he 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 (including attorneys'      
fees), judgments, fines and amounts paid in settlement actually and reasonably  
incurred in connection with such action, suit or proceeding if he acted in good 
faith and in a manner he 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 conduct was unlawful.        

      A corporation also may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action 
or suit by or in the right of the corporation to procure a judgment in its      
favor by reason of the fact that he 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          
(including attorneys' fees) actually and reasonably incurred by him in          
connection with the defense or settlement of such action or suit if he acted in 
good faith and in a manner he reasonably believed to be in or not opposed to    
the best interests of the corporation.  However, in such an action by or on     
behalf of a corporation, no indemnification may be made in respect of any       
claim, issue or matter as to which the person is adjudged liable to the         
corporation unless and only to the extent that the court determines that,       
despite the adjudication of liability but in view of all the circumstances, the 
person is fairly and reasonably entitled to indemnity for such expenses which   
the court shall deem proper.                                                    

       In addition, the indemnification provided by Section 317 shall not be
deemed exclusive of any other rights to which those seeking indemnification may 
be entitled under any bylaw, agreement, vote of shareholders or disinterested   
directors or otherwise, both as to action in his official capacity and as to    
action in another                                                               

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capacity while holding such office.                                             

        Article V of the Company's Articles of Incorporation provides that the
liability of the directors of the corporation for monetary damages shall be     
eliminated to the fullest extent permissible under California law.  Article V   
also provides that the corporation is authorized to provide indemnification (as 
defined in Section 317 of the California Corporations Code) for breach of duty  
to the corporation and shareholders through bylaw provisions or through         
agreements with the agents, or both, in excess of the indemnification otherwise 
permitted by Section 317 of the California Corporations Code, subject to the    
limits on such excess indemnification set forth in Section 204 of the           
California Corporations Code.                                                   

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED - NOT APPLICABLE.                  

ITEM 8(A) EXHIBITS.                                                             

                                                                [Download Table]

Exhibit                                                  
  No.                                      Description   
-------                                    -----------   
                                                         
  5.1                     Opinion of Law Offices of      
                          William B. Barnett, counsel    
                          to Company.                    

 24.1                     Consent of Law Offices of      
                          William B. Barnett is contained
                          in Exhibit 5.1.                

 24.2                     Consent of Ernst & Young LLP   

ITEM 9.  UNDERTAKINGS                                                           

The undersigned registrant hereby undertakes:                 

       To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any          
additional or changed 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;              

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;  and                                                

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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.                                                                   

    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 Exchange 
Act) 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 bond fide offering thereof.                                         

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 any 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.                       

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant      
certifies that it has reasonable ground to believe that it meets all of the     
requirements for filing on Form S-8 and has duly cause this registration        
statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of Sun Valley, California on April 4, 1997.             

                                 COSMETIC GROUP U.S.A., INC.

                                  By: /s/ Alfred E. Booth, Jr.
                                             ---------------------------------
                                Alfred E. Booth, Jr.
                                   Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration   
statement has been signed below by the following persons in the capacities set  
forth below.                                                                    

                                                                [Download Table]

         Signature              Title                      Date
         ---------              -----                      ----
                                                               
/s/Alfred E. Booth Jr.  Chief Executive Officer  April 4, 1997 
----------------------  and Director                           
Alfred E. Booth, Jr.                                           

/s/Judith E. Zegarelli  Vice President and       April 4, 1997 
----------------------  Director                               
Judith E. Zegarelli                                            

/s/Howard L. Simon      Secretary                April 4, 1997 
----------------------                                         
Howard L. Simon                                                

/s/Jennifer J. Eggers   Chief Financial Officer  April 4, 1997 
----------------------  and Assistant Secretary                
Jennifer J. Eggers                                             

/s/Frank X. McGarvey    Vice President and       April 4, 1997 
----------------------  Director                               
Frank X. McGarvey                                              

/s/Jack Brehm           Director                 April 4, 1997 
----------------------                                         
Jack Brehm                                                     

/s/William B. Barnett   Director                 April 4, 1997 
----------------------                                         
William B. Barnett                                             

/s/Eric J. Nickerson    Director                 April 4, 1997 
----------------------                                         
Eric J. Nickerson                                              

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INDEX TO EXHIBITS 

                                                                [Download Table]

Exhibit                                                                
  No.                                                                  
-------                                                                
                                                                       
 5.1                      Opinion of Law Offices of William B. Barnett,
                          Counsel to Company.                          

24.1                      Consent of Law Offices of William B. Barnett 
                          is contained in Exhibit 5.1.                 

24.2                      Consent of Ernst & Young LLP                 

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
		4/5/97		1
Filed on / Effective on:		4/4/97		9
		12/31/96		5					10KSB40
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