Edgar Filing: FINX GROUP INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

The Finx Group, Inc.
(formerly known as Fingermatrix, Inc.)
--------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 13-2854686
---------------------- ---------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)

249 Saw Mill River Road, Elmsford, NY 10523
---------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

The Finx Group, Inc. 2002 Employee Stock Option Plan
-----------------------------------------------------------------------
(Full title of plan)

Harry Winderman, Esq., 2255 Glades Road, Suite 218A, Boca Raton, FL 33431
-------------------------------------------------------------------------
(Name and address of agent for service)

561-241-0332
-----------------------------------------------------------------------
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

================================== ============== ======================= ======================= =======================
Amount to be Proposed maximum Proposed aggregate
Title of each class of registered offering price per maximum offering Amount of
Securities to be registered (1) share (2) price (2) registration fee (3)
---------------------------------- -------------- ----------------------- ----------------------- -----------------------
Common stock, $0.01 par value 6,850,000 $0.04 $205,500 $19
================================== ============== ======================= ======================= =======================

(1) Represents the maximum number of shares of common stock issuable upon
exercise of options granted or to be granted under The Finx Group, Inc. 2002
Employee Stock Option Plan. Pursuant to Rule 416(a), (b) and (c) under the
Securities Act of 1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit plan
described herein and such additional number of shares as may be required in the
event of a stock dividend, stock split, recapitalization or other similar event.

(2) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) of the Securities Act by multiplying 6,850,000, the
maximum number of shares of common stock of the Registrant to be issued pursuant
to the exercise of options granted under The Finx Group, Inc. 2002 Employee
Stock Option Plan, by $0.04 the price at which the options may be exercised.

(3) The registration fee has been calculated pursuant to Rule 457(h) of the
Securities Act by multiplying $205,500, the proposed maximum aggregate offering
price by) 0.000092.

-1-

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

The documents containing information required in the Section 10(a)
prospectus specified in Part I ("Plan Information" and "Registrant Information")
will be sent or given to employees as specified by Rule 428(b)(1). Such
documents need not be filed with the Securities and Exchange Commission either
as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this registration statement pursuant to Item 3 of Part II of
this form taken together constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933, as amended.

General Plan Information

The purpose of The Finx Group, Inc. 2002 Employee Stock Option Plan
(the "Plan") is to secure long-term relationships for The Finx Group, Inc. (the
"Company") and its stockholders, from the benefits arising from capital stock
ownership by the Company's Consultants, Advisors, Employees and Directors, who
can help in the company's growth and success and to provide an effective means
of compensation for such persons and entities providing services to the Company
in lieu of cash payments therefore. The Plan became effective as of the 11th day
of April, 2002, and shall expire on the 10th day of April, 2007, unless further
extended by appropriate action of the Board of Directors. The Board of Directors
of the Company may at any time, by appropriate action, suspend or terminate the
Plan, or amend the terms and conditions of the Plan.

The Plan is not subject to the Employee Retirement Income Security Act
of 1974 ("ERISA").

Additional information regarding the plan and its administrators may be
obtained by contacting Harry Winderman, Esq., at 2255 Glades Road, Boca Raton,
Suite 218A FL 33431 or by phone at 561-241-0332. The Plan shall be administered
by a "Compensation Committee" which shall consist of not less than two members
appointed by the Board of Directors, but who need not be members of such Board,
and all of whom shall be disinterested persons. The term "disinterested person"
shall mean a person who, at the time he or she exercises discretion in
administering the Plan, has not at any time one-year prior thereto been issued
shares of Common Stock pursuant to the Plan. The Board of Directors may from
time to time and in its sole discretion remove members from or add members to
the Committee. Vacancies, however caused, shall be filled by the Board of
Directors. The Committee may act at a meeting, including telephonically, in
which a majority are present, or by written consent of a majority of the
Committee. The Committee shall have the authority to construe and interpret the
Plan, to define the terms used herein, and to review, deliberate and act upon
the written recommendations of the Chief Executive Officer of the Company with
respect to shares of Common Stock proposed to be issued pursuant to the plan.
All determinations and interpretations made by the Committee shall be binding
and conclusive upon all participants in the Plan and on their legal
representatives and beneficiaries.

Securities to be Offered

This Form S-8 relates to 6,850,000 shares of common stock, par value
$0.01 per share, of The Finx Group, Inc., which may be issued upon the exercise
of options granted under the Plan. We have authorized 50,000,000 of our $0.01
par value common stock. As of April 10, 2002 there were 42,656,545 shares of
Common Stock outstanding and there were approximately 4,000 holders of record of
the Company's common stock. The Company has not paid dividends on common stock
and does not anticipate paying dividends in the foreseeable future. The Company
intends to retain future earnings, if any, to finance the expansion of its
operations and for general corporate purposes, including future acquisitions. As
of April 10, 2002, 18,996,647 shares of the Company's Common Stock are
restricted of which 10,877,957 are eligible for sale under Rule 144 promulgated
under the Securities Act of 1933, as amended, subject to certain limitations
included in said Rule. In general, under Rule 144, a person (or persons whose
shares are aggregated), who has satisfied a one-year holding period, under
certain circumstances, may sell within any three-month period, a number of
shares which does not exceed the greater of one percent of the then outstanding
Common Stock or the average weekly trading volume during the four calendar weeks
prior to such sale. Rule 144 also permits, under certain circumstances, the sale
of shares without any quantity limitation by a person who has satisfied a
two-year holding period and who is not, and has not been for the preceding three
months, an affiliate of the Company.

Employees Who May Participate in the Plan

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

The Committee shall determine the manner in which each option shall be
exercisable and the timing and form of the purchase price to be paid by a
grantee upon the exercise of an option under the Plan. To the extent provided in
the option agreement, payment of the purchase price may be in cash, part in
cash, part by personal promissory note or in lieu of payment for services
performed.

Item 2. Registrant Information And Stock Purchase Plan Annual Information

The Company files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any document we file at the Commission's public reference
rooms in Washington, D.C., New York, NY and Chicago, IL. Please call the
Commission at 1-800-SEC-0330 for further information on the public reference
rooms. Our Commission filings are also available to the public from the
Commission's web site at http://www.sec.gov. The Commission allows us to
"incorporate by reference" information into this registration statement, which
means that we can disclose important information to you by referring you to
another document filed separately with the Commission. The information
incorporated by reference is considered to be part of this registration
statement, and later information that we file with the Commission will
automatically update this registration statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference

We incorporate by reference the following documents listed below and
any future filings made with the Commission under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, prior to the termination of the
offering:

1. Our annual report on Form 10-KSB for our fiscal year ended December 31,
2001 (File No. 000-09940 and filing date of April 15, 2002),

2. Our quarterly report on Form 10-QSB/A for the quarterly period ended
March 31, 2001 (File No. 000-09940 and filing date of March 12, 2002).

3. Our quarterly report on Form 10-QSB/A for the quarterly period ended
June 30, 2001 (File No. 000-09940 and filing date of March 12, 2002).

4. Our quarterly report on Form 10-QSB/A for the quarterly period ended
September 30, 2001 (File No. 000-09940 and filing date of March 12,
2002).

All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this registration statement and prior to the filing of a post-effective
amendment to this registration statement, which indicates that all securities
offered hereunder have been sold, or which de-registers all securities then
remaining unsold under this registration statement, 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.

You should rely only on the information incorporated by reference or
provided in this registration statement or any supplement. We have not
authorized anyone else to provide you with different information. We and the
selling stockholders will not make offers of these shares in any state where the
offer is not permitted. You should not assume that the information in this
registration statement or any supplement is accurate as of any date other than
the date on the front of those documents.

Any statement contained in a document or incorporated or deemed to be
incorporated by reference 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 subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part or this registrations statement. All
information in this registration statement is qualified in its entirety by the
information and financial statements (including the notes thereto).

You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address: The Finx Group, Inc., 249 Saw Mill
River Road, Elmsford, NY, 10523, telephone number (914) 592-5930.

Item 4. Description of Securities

Not Applicable.

Item 5. Interests Of Named Experts And Counsel

The legality of the shares offered hereby has been passed upon for the
Company by Harry Winderman, Esq., at 2255 Glades Road, Suite 218A, Boca Raton,
FL 33431.

Item 6. Indemnification Of Directors And Officers

Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation 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, 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 or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him 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 cause to believe his conduct was unlawful.

Section 145(b) provides that a Delaware corporation 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 such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted under similar standards, except that no
indemnification may 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 and
only to the extent that the court in which such action or suit was brought shall
determine that despite the adjudication of liability, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.

Section 145 further provides that (i) to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue, or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith, (ii)
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled, and (iii) the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.

Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original certificate of incorporation or an amendment thereto
validly approved by stockholders may eliminate or limit personal liability of
the members of its board of directors or governing body for breach of a
director's fiduciary duty. However, no such provision may eliminate or limit the
liability of a director for breaching his duty of loyalty, failing to act in
good faith, engaging in intentional misconduct or knowingly violating a law,
paying a dividend or approving a stock repurchase which was illegal, or
obtaining an improper personal benefit. A provision of this type has no effect
on the availability of equitable remedies, such as an injunction or rescission,
for breach of fiduciary duty. Our charter contains such a provision.

Our charter further provides that we shall indemnify our officers and
directors and, to the extent authorized by the board of directors, employees and
agents of ours to the fullest extent permitted by and in the manner permissible
under the laws of the State of Delaware.

This summary is subject to the General Corporation Law of the State of
Delaware, our charter and the by-laws and the agreements referred to above.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

Unless otherwise noted the following exhibits have been filed with this
Form S-8.

4.1 The Finx Group, Inc. 2002 Employee Stock Option Plan

5.1 Opinion of Harry Winderman, Esquire

5.2 Consent of Moore Stephens, PC, Independent auditors.

Item 9. Undertakings

(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 the Registration Statement;

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information set
forth in the registration Statement;

(iii) To include any additional or changed material information on
the plan of distribution.

Provided however that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if such information required in a post-effective amendment is incorporated
by reference from periodic reports filed by the Registrant under the Exchange
Act.

(2) That, for the purpose of determining 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) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "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 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 is against public policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

Signatures

The Registrant. 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 Boca Raton, State of Florida, on September 14,
2001.

The Finx Group, Inc
By: /S/ Lewis S. Schiller, Chairman of the Board and 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.
/S/ Lewis S. Schiller
Chairman of the Board,
Chief Executive Officer and
Chief Accounting Officer
April 16, 2002

/S/ Grazyna B. Wnuk
Director, Vice-President,
And Secretary
April 16, 2002

The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boca Raton, State of
Florida, on April 16, 2002.

The Finx Group, Inc
By: /S/ Lewis S. Schiller, Chairman of the Board and Chief Executive Officer

Index to Exhibits

Unless otherwise noted the following exhibits have been filed with this Form
S-8.

4.1 The Finx Group, Inc. 2002 Employee Stock Option Plan

5.1 Opinion of Harry Winderman, Esquire

5.2 Consent of Moore Stephens, PC, Independent auditors.

EXHIBIT 4.1

THE FINX GROUP, INC. 2002 EMPLOYEE STOCK OPTION PLAN

The securities issued pursuant to The Finx Group, Inc. 2002 Employee
Stock Option Plan (the "Plan") have not been registered pursuant to the
Securities Act of 1933, as amended. The securities may be offered or sold only
pursuant to (i) a Registration Statement pursuant to such Act, including a
Registration Statement on Form S-8, or (ii) an opinion of counsel, satisfactory
to the Company, that an exemption from registration pursuant to such Act is
available.

1. PURPOSE.

The purpose of this Plan is to secure long-term relationships for The
Finx Group, Inc. (the "Company") and its stockholders, from the benefits arising
from capital stock ownership by the Company's Consultants, Advisors, Employees
and Directors, who can help in the company's growth and success and to provide
an effective means of compensation for such persons and entities providing
services to the Company in lieu of cash payments therefor.

2. ADMINISTRATION.

The Plan shall be administered by a "Compensation Committee" which
shall consist of not less than two members appointed by the Board of Directors,
but who need not be members of such Board, and all of whom shall be
disinterested persons. The term "disinterested person" shall mean a person who,
at the time he or she exercises discretion in administering the Plan, has not at
any time one-year prior thereto been issued shares of Common Stock pursuant to
the Plan. The Board of Directors may from time to time and in its sole
discretion remove members from or add members to the Committee. Vacancies,
however caused, shall be filled by the Board of Directors. The Committee may act
at a meeting, including telephonically, in which a majority are present, or by
written consent of a majority of the Committee. The Committee shall have the
authority to construe and interpret the Plan, to define the terms used herein,
and to review, deliberate and act upon the written recommendations of the Chief
Executive Officer of the Company with respect to shares of Common Stock proposed
to be issued pursuant to the plan. All determinations and interpretations made
by the Committee shall be binding and conclusive upon all participants in the
Plan and on their legal representatives and beneficiaries.

3. ELIGIBILITY AND PARTICIPATION.

Consultants, Advisors, Employees and Directors, to the Company, or any
of its subsidiary corporations, shall be eligible for participation in the Plan.
Each person or entity acquiring shares of Common Stock pursuant to the Plan
shall be acquiring such shares for investment purposes only, and in lieu of cash
compensation for services rendered to the Company. Such shares shall be issued
only upon opinion of counsel that an exemption from registration pursuant to the
Securities Act of 1933, as amended, is available for such issuance. The Company
may, but is not required to, register such shares for public sale pursuant to
the Act.

4. SHARES SUBJECT TO PLAN.

Subject to modification by the Board of Directors in accordance with
the By-Laws of the Company, the stock to be issued pursuant to this Plan shall
be limited to 6,850,000 shares of Common Stock ($.01 par value), which number of
shares have been reserved for issuance in accordance with the terms of this Plan
by prior action of the Board.

5. ALLOTMENT OF OPTIONS AND NUMBER OF SHARES.

The allotment of options among the eligible grantees and the number of
shares to be covered by each option to be granted, shall be determined by the
Committee.

6. OPTION PRICE.

The price to be paid by a grantee who exercises an option shall be
determined by the Committee.

7. DURATION AND RATE OF EXERCISE OF OPTIONS.

The Committee shall fix the option period and the rate at which each
option shall be exercisable.

8. NONTRANSFERABILITY OF OPTIONS.

Each option granted under the Plan to any person shall by its terms not
be transferable by him otherwise than by will or the laws of descent and
distribution, and shall be exercisable during his lifetime only by him.

9. RIGHTS OF A STOCKHOLDER.

An optionee shall have no rights as a stockholder with respect to any
shares covered by his options until he shall have become the holder of record of
such shares, and no adjustment shall be made, except adjustments pursuant to
section 10 hereof, for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights in respect of
such shares for which the record date is prior to the date on which he shall
have become the holder of record thereof.

10. ADJUSTMENTS.

If the outstanding shares of the Common Stock of the Company are
increased, decreased, or changed into or exchanged for a different number or
kind of shares or securities of the Company, through reorganization,
recapitalization, reclassification, stock split or reverse stock split, an
appropriate and proportionate adjustment shall be made in the maximum number and
kind of shares authorized to be issued pursuant to this Plan.

11. AMENDMENT AND TERMINATION OF PLAN.

The Board of Directors of the Company may at any time, by appropriate
action, suspend or terminate the Plan, or amend the terms and conditions of the
Plan.

12. INDEMNIFICATION OF COMMITTEE.

In addition to such other rights of indemnification as they may have as
directors of the Company, the members of the Committee shall be indemnified by
the Company to the full extent permitted by the Business Corporation Law of the
State of Delaware, and to indemnify and hold harmless each member with respect
to any action, claim, suit or proceeding to which such indemnification applies,
including the costs and expenses of defense.

13. APPLICABLE LAW.

The terms and conditions of this Plan, and all proceedings related
thereto, shall be interpreted and construed in accordance with the Laws of the
State of Delaware.

14. EFFECTIVE DATE.

The Plan shall be come effective as of the 10th day of April 2002, and
shall expire of the 9th day of April, 2007, unless further extended by
appropriate action of the Board of Directors.

EXHIBIT 5.1

[LETTERHEAD OF HARRY WINDERMAN, ESQUIRE]

April 17, 2002

The Finx Group, Inc.
249 Saw Mill River Road
Elmsford, NY, 10523

Re: Registration Statement on Form S-8 - Finx Group 2002 Employee Stock
Option Plan

Gentlemen:

We have acted as counsel to The Finx Group, Inc. (the "Company"), a
Delaware Corporation, pursuant to a Registration Statement on Form S-8, as filed
with the Securities and Exchange Commission on or about April 16, 2002 (the
"Registration Statement"), covering an aggregate of 6,850,000 shares of the
Company's Common Stock, $0.01 par value (the "Common Stock") issuable pursuant
to the Company's 2002 Employee Stock Option Plan.

In acting as counsel for the Company and arriving at the opinions as
expressed below, we have examined and relied upon originals or copies, certified
or otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein.

In connection with our examination we have assumed the genuineness of
all signatures, the authenticity of all documents tendered to us as originals,
the legal capacity of natural persons and the conformity to original documents
of all documents submitted to us as certified or photostatted copies.

Based on the foregoing, and subject to the qualifications and
limitations set forth herein, it is our opinion that:

1. The Company has authority to issue the Common Stock in the manner
and under the terms set forth in the Registration Statement.

2. The Common Stock has been duly authorized and when issued, delivered
and paid for by recipients in accordance with their respective terms,
will be validly issued, fully paid and non-assessable.

We express no opinion with respect to the laws other than those of the
State of Delaware and Federal Laws of the United States of America, and we
assume no responsibility as to the applicability or the effect of the laws of
any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and its use as part of the Registration Statement.

We are furnishing this opinion to the Company solely for its benefit in
connection with the Registration Statement. It is not to be used, circulated,
quoted or otherwise referred to for any other purpose. Other than the Company no
one is entitled to rely on this opinion.

Very truly yours,

HARRY WINDERMAN, ESQUIRE

EXHIBIT 5.2

The Board of Directors
The Finx Group, Inc.

We consent to incorporation by reference in the Registration Statement on Form
S-8 of our report dated April 3, 2002, relating to the audit of the financial
statements of The Finx Group, Inc. and subsidiaries included in its annual
report on Form 10-KSB for the year ended December 31, 2001, which has been
incorporated by reference in this registration statement on Form S-8.

MOORE STEPHENS, P.C.
Certified Public Accountants

Cranford, New Jersey
April 16, 2002