Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8 Filing Table of Contents
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2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 76K
3: EX-5.1 Opinion re: Legality HTML 13K
4: EX-23.1 Consent of Experts or Counsel HTML 8K
S-8 — Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
(1)
Estimated solely for the purpose of calculating the registration fee pursuant
to
Rule 457(c) and (h) on the basis of the last sale price reported for the
registrant’s common stock on June 22, 2007.
Part
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
The
following documents filed with the SEC by CSMG Technologies, Inc. (“CSMG”)
pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby
incorporated by reference in this registration statement:
(a)
Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2006,
as
amended.
(b)
Quarterly
Report on Form 10-QSB for the quarter ended March 31,2007;
The
description of CSMG’s common stock contained in its registration statement
on Form 10-SB, filed on September 16, 1999, as
amended.
All
documents the registrant files pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this Registration Statement and prior
to
the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered have been sold or which deregisters
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 document incorporated or deemed to be incorporated
by
reference into this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in this Registration Statement or in any other subsequently
filed document which also is or is deemed to be incorporated by reference into
this Registration Statement 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statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.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.
Our
Amended and Restated Articles of Incorporation provide that we will indemnify
our officers, directors, employees and agents to the fullest extent permitted
by
Texas law.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to officers and directors pursuant to the provisions described above
or otherwise, we have been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the Securities Act
and
is, therefore, unenforceable.
Item
7. Exemption from Registration Claimed.
The
sale
of the shares of common stock registered pursuant to this registration statement
were exempt from the registration requirements of the Securities Act pursuant
to
Section 4(2) thereof, or Rule 701 or Regulation D promulgated thereunder, as
transactions by an issuer not involving a public offering or transactions
pursuant to compensatory benefit plans and contracts relating to compensation.
There were no underwriters involved in connection with the sale of the above
securities.
Item
8. Exhibits.
The
following exhibits are filed as part of this registration
statement:
4.1
2003
Stock Option Plan, as amended
5.1
Opinion
on legality
23.1
Consent
of Independent Registered Public Accounting Firm
23.2
Consent
of Seyfarth Shaw LLP (included in Exhibit 5.1)
24.1
Power
of Attorney (included on signature page to this registration
statement)
Item
9. Undertakings.
(a) The
undersigned registrant will:
(1) File,
during any period in which it offers or sells securities, a post-effective
amendment to this registration statement to:
(i) Include
any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) Reflect
in the prospectus any facts or events which, individually or together, represent
a fundamental change in the information 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) (Sec. 230.424(b) of this
chapter) 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 additional or changed material information on the plan of
distribution.
Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13(a) or Section 15(d) of
the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) For
determining liability under the Securities Act, treat each post-effective
amendment as a new registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona fide
offering.
(3) File
a
post-effective amendment to remove from registration any of the securities
that
remain unsold at the end of the offering.
(4) For
determining liability of the undersigned registrant under the Securities Act
to
any purchaser in the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement, regardless
of
the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i)
Any
preliminary prospectus or prospectus of the undersigned registrant relating
to
the offering required to be filed pursuant to Rule 424 (Sec.230.424 of this
chapter);
(ii)
Any
free writing prospectus relating to the offering prepared by or on behalf of
the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii)
The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv)
Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(b) 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 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.
(c) 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 SEC 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 registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Corpus Christi,
Texas, on June 29, 2007
CSMG TECHNOLOGIES,
INC.
By: /s/Donald
S.
Robbins
Name: Donald S. Robbins
Title: President and Chief Executive
Officer
KNOW
ALL MEN BY THESE PRESENTS,
that
each person whose signature appears below constitutes and appoints Donald S.
Robbins his true and lawful attorney-in-fact and agent, with full power of
substitution and revocation, for him and in his name, place and stead, in any
and all capacities (until revoked in writing), to sign any and all amendments
(including post-effective amendments) to this registration statement and to
file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done as fully for all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that
said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully
do or
cause to be done by virtue hereof.
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
stated.
