Securities Registration: Employee Benefit Plan (s-8)
June 10 2019 - 5:08PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
TARGET
GROUP INC.
(Exact name of registrant as specified
in its charter)
Delaware
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46-3621499
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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55 Administration Road, Unit #13, Vaughan, Ontario, Canada
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L4K 4G9
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(Address of Principal Executive Offices)
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(Zip Code)
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2019 Equity Incentive Plan
(Title of the Plan)
Rubin Schindermann
55 Administration Road, Unit #13
Vaughan, Ontario, Canada L4K 4G9
(647) 927-4644
(Name, address, and telephone number
of agent for service)
Copies to:
Robert C. Laskowski, Esq.
520 SW Yamhill, Suite 600
Portland, Oregon 97204-1329
(503) 241-0780
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
¨
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Smaller reporting company
x
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Emerging growth company
x
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If an emerging growth company, indicate by check mark if the
registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act.
¨
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
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Amount to
be Registered
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Proposed Maximum
Offering Price
Per Share
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration Fee
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Common Stock, $0.001 Par Value
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15,000,000 shares
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$
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0.11
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(a)
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$
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1,650,000.00
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$
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200.00
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(a)
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The offering price is
based on the current price of the Common Stock quoted by OTC Markets Group, Inc. on OTCQB. The offering price has been established
in accordance with Rule 457(c) of the Securities Act of 1933, as amended, for the purpose of computing the amount of the registration
fee.
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In accordance with the provisions of Rule 462 promulgated
under the Securities Act of 1933, this Registration Statement will become effective upon filing with the Securities and Exchange
Commission.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
The documents containing the information
specified in Part I will be sent or given to participants, as specified by Rule 428(b)(1) promulgated under the Securities Act
of 1933, as amended (“Securities Act”). In accordance with the instructions to Part I of Form S-8, such documents will
not be filed with the Securities and Exchange Commission (“Commission”) either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act. These documents and the
documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute the
prospectus as required by Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
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Item 3.
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Incorporation of Documents by Reference
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The following documents filed by Company
with the Commission are incorporated by reference in this registration statement:
All documents filed by the Company subsequent
to those listed in Item 3(a)-(b) above pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment 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 herein and to be a part hereof from the date of filing of
such documents.
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Item 4.
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Description of Securities.
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Not applicable.
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Item 5.
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Interests of Named Experts and Counsel.
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None
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Item 6.
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Indemnification of Directors and Officers.
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In addition to any rights of indemnification
that may be granted to directors and officers under the Delaware Corporation Law, as amended, the Bylaws ("Bylaws") grant
the Registrant broad powers to indemnify directors and officers against liabilities that they may incur in such capacities.
The Bylaws require the indemnification
of an officer or director made or threatened to be made a party to a proceeding because such person is or was an officer or director
of the registrant against certain liabilities and expenses if: (i) the officer or director acted in good faith; (ii) the officer
or director reasonably believed the actions were in or not opposed to the registrant's best interest; and (iii) in the case of
a criminal proceeding, the officer or director had no reasonable cause to believe that the conduct was unlawful. In the case of
any proceeding by or in the right of the registrant, an officer or director is entitled to indemnification to the fullest extent
permitted by law if the officer or director acted in good faith and in a manner the officer or director reasonably believed was
in or not opposed to the registrant's best interest.
An officer or director is generally not
entitled to indemnification: (i) in connection with any proceeding charging improper personal benefit to the officer or director
in which the officer or director is adjudged liable on the basis that personal benefit was improperly received; or (ii) in connection
with any proceeding initiated by such person against the registrant, its directors, officers, employees, or other agents.
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Item 7.
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Exemption from Registration Claimed.
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Not Applicable
A. The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(a) To
include any prospectus required by section 10(a)(3) of the Securities Act;
(b) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereto) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(c) 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;
provided, however,
that paragraphs A(1)(a) and A(1)(b) 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 the registration statement.
(2) 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.
(3) 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.
B. The
undersigned registrant hereby 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
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 may be permitted to directors, officers, and controlling persons
of the registrant pursuant to the above-referenced 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, as amended, 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 Vaughan, Ontario, Canada on June 10, 2019.
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TARGET GROUP INC.
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By:
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/s/
Rubin Schindermann
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Rubin Schindermann
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Chief Executive Officer
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PRINCIPAL EXECUTIVE OFFICER
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Pursuant to the requirements of the Securities
Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Dated: June 10, 2019
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/s/
Rubin Schindermann
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Rubin Schindermann
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PRINCIPAL FINANCIAL OFFICER, DIRECTOR
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