Registration No. 333-120743
As filed with the Securities and Exchange Commission on August 5, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
HEALTHCARE BUSINESS SERVICES GROUPS, INC.
-----------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 88-0478644
------ ----------
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
1126 WEST FOOTHILL BLVD, SUITE 105, UPLAND, CA 91786
---------------------------------------------- -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
STOCK ISSUANCE PURSUANT TO
2004 NON-QUALIFIED STOCK OPTION PLAN
------------------------------------
(FULL TITLE OF THE PLAN)
COPY TO:
CHANDANA BASU, CEO DAVID M. LOEV, ATTORNEY AT LAW
HEALTHCARE BUSINESS SERVICES GROUPS, INC. 2777 ALLEN PARKWAY
1126 WEST FOOTHILL BLVD, SUITE 105 SUITE 1000
UPLAND, CA 91786 HOUSTON, TEXAS 77019
(909) 608-2035 (713) 524-4110
NAME, ADDRESS AND TELEPHONE
(NUMBER OF AGENT FOR SERVICE)
Approximate date of proposed sales pursuant to the plan: From time to time
after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE (1) PRICE FEE
Common Stock, $.001 par value 2,000,000 $ 0.115 $ 230,000 $ 27.07
(1) Calculated in accordance with Rule 457(c) solely for the purpose of
determining the registration fee. The offering price is based on the average of
the bid and asked price as reported on the over-the-counter Bulletin Board on
August 3, 2005.
INCORPORATION BY REFERENCE
OF
EARLIER REGISTRATION STATEMENT
Healthcare Business Services Groups, Inc., formerly Winfield Financial
Group, Inc. (the "Company"), previously registered 500,000 shares of common
stock, par value $0.001 per share, for issuance under the Company's 2004
Non-Qualified Stock Option Plan. The registration of such shares was affected on
a Form S-8 Registration Statement filed with the Securities and Exchange
Commission on November 24, 2004, bearing the file number 333-120743 (the
"Earlier Registration Statement"). Subsequently, on January 7, 2005, at the
Company's annual meeting of stockholders, the Company's Chief Executive Officer
and majority shareholder approved the adoption of the Company's Amended 2004
Non-Qualified Stock Option Plan, which included an additional 2,000,000 shares
of the Company's common stock (for a total of 2,500,000 shares). This
Registration Statement is being filed to register the additional 2,000,000
shares of Common Stock of the same class as those for which the Earlier
Registration Statement is effective. Accordingly, pursuant to General
Instruction E of Form S-8, the contents of "Part I" of the Earlier Registration
Statement is incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated by reference into this Registration
Statement and are made a part hereof:
(a) The Company's Annual Report on Form 10-KSB filed on May 16, 2005,
for the fiscal year ended December 31, 2004, which includes audited
financial statements as of December 31, 2004.
(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 Annual Report
referred to in Item 3(a) above.
(c) The description of Common Stock contained in the Company's
Registration Statement filed under Section 12 of the Exchange Act,
including all amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after
the date of filing this Registration Statement and prior to such time as the
Company files a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
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 of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superceded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which is also, or is
deemed to be, incorporated herein by reference modifies or supercedes such
statement. Any such statement so modified or superceded shall not be deemed,
except as so modified or superceded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
ARTICLES OF INCORPORATION
The Company's Articles of Incorporation, as amended (the "Articles")
provide that a director or officer of the Company shall not be personally liable
to this Company or its stockholders for damages for breach of fiduciary duty as
a director or officer. The Articles do not however, eliminate or limit the
liability of a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of the law or (ii) the
unlawful payment of dividends. Any repeal or modification of the indemnification
provision of the Articles by stockholders of the Company shall be prospective
only, and shall not adversely affect any limitation on the personal liability of
a director or officer of the corporation for acts or omissions prior to such
repeal or modification.
Additionally, the Articles provide for the indemnification of every person
who was or is a party to, or is threatened to be made a party to, or is involved
in any such action, suit or proceeding, whether civil, criminal, administrative
or investigative, by the reason of the fact that he or she, or a person with
whom he or she is a legal representative, is or was a director of the
corporation, or who is serving at the request of the Company as a director or
officer of another corporation, or is a representative in a partnership, joint
venture, trust or other enterprise, shall be indemnified and held harmless to
the fullest extent legally permissible under the laws of the State of Nevada
from time to time against all expenses, liability and loss (including attorneys'
fees, judgments, fines, and amounts paid or to be paid in a settlement).
The Articles provide that expenses of officers and directors incurred in
defending a civil suit or proceeding must be paid by the Company as incurred and
in advance of the final disposition of the action, suit, or proceeding, under
receipt of an undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent jurisdiction
that he or she is not entitled to be indemnified by the Company. Such right of
indemnification shall not be exclusive of any other right of such directors,
officers or representatives may have or hereafter acquire, and, without limiting
the generality of such statement, they shall be entitled to their respective
rights of indemnification under any bylaw, agreement, vote of stockholders,
provision of law, or otherwise.
BYLAWS
The Company's Amended Bylaws (the "Bylaws"), state that the Company shall
indemnify every (i) present or former Director, advisory director or officer of
the Company, (ii) any person who while serving in any of the capacities referred
to in clause (i) hereof served at the Company's request as a director, officer,
partner, venturer, proprietor, trustee, employee, agent or similar functionary
of another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, and (iii) any person nominated or
designated by (or pursuant to authority granted by) the Board of Directors or
any committee thereof to serve in any of the capacities referred to in clauses
(i) or (ii) hereof, against all judgments, penalties (including excise and
similar taxes), fines, amounts paid in settlement and reasonable expenses
actually incurred by the Indemnitee in connection with any Proceeding in which
he was, is or is threatened to be named defendant or respondent, or in which he
was or is a witness without being named a defendant or respondent, by reason, in
whole or in part, of his serving or having served, or having been nominated or
designated to serve, if it is determined that the Indemnitee (a) conducted
himself in good faith, (b) reasonably believed, in the case of conduct in his
Official Capacity, that his conduct was in the Company's best interests and, in
all other cases, that his conduct was at least not opposed to the Company's best
interests, and (c) in the case of any criminal proceeding, had no reasonable
cause to believe that his conduct was unlawful; provided, however, that in the
event that an Indemnitee is found liable to the Company or is found liable on
the basis that personal benefit was improperly received by the Indemnitee the
indemnification (i) is limited to reasonable expenses actually incurred by the
Indemnitee in connection with the Proceeding and (ii) shall not be made in
respect of any Proceeding in which the Indemnitee shall have been found liable
for willful or intentional misconduct in the performance of his duty to the
Company.
However, there shall be no indemnification made in respect to any
Proceeding in which such Indemnitee shall have been (a) found liable on the
basis that personal benefit was improperly received by him, whether or not the
benefit resulted from an action taken in the Indemnitee's Official Capacity, or
(b) found liable to the Company. The termination of any Proceeding by judgment,
order, settlement or conviction, or on a plea of nolo contendere or its
equivalent, is not of itself determinative that the Indemnitee did not meet the
requirements set forth in clauses (a), (b) or (c) in the first sentence of this
Section. An Indemnitee shall be deemed to have been found liable in respect of
any claim, issue or matter only after the Indemnitee shall have been so adjudged
by a court of competent jurisdiction after exhaustion of all appeals therefrom.
Reasonable expenses shall, include, without limitation, all court costs and all
fees and disbursements of attorneys for the Indemnitee. The indemnification
provided shall be applicable whether or not negligence or gross negligence of
the Indemnitee is alleged or proven.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1(1) Amended 2004 Non-Qualified Stock Option Plan
5.1* Opinion and consent of David M. Loev, Attorney at Law re:
the legality of the shares being registered
23.1* Consent of David M. Loev, Attorney at Law (included in
Exhibit 5.1)
23.2* Consent of Kabani & Company, Inc., Certified Public
Accountants
(1) Filed as Appendix B to our Schedule 14c filed with the Commission
on December 13, 2004, and incorporated herein by reference.
* Attached hereto.
ITEM 9. UNDERTAKINGS
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers or sells are being
made, a post-effective amendment to this registration statement 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.
(2) That, for the purpose of determining liability under the
Securities Act of 1933, each post-effective amendment shall be treated
as a new registration statement of the securities offered, and the
offering of the securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from
registration any of the securities being registered that remain unsold
at the end of the offering.
(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 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, 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 the City of Upland, State of California, on August 5, 2005.
HEALTHCARE BUSINESS SERVICES GROUPS, INC.
BY: /s/ Chandana Basu
-----------------
Chandana Basu, Chief Executive Officer
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.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Chandana Basu Chief Executive Officer, August 5, 2005
----------------- Treasurer and Director
Chandana Basu
/s/ Narinder Grewal, MD Director August 5, 2005
-----------------------
Narinder Grewal, MD
/s/ Bharati Shah, MD Director August 5, 2005
--------------------
Bharati Shah, MD