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As filed with the Securities and Exchange Commission on February 29, 2000
Registration No. 333-_______
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SMLX TECHNOLOGIES, INC.
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Exact name of Registrant as specified in its charter
Colorado 84-1337509
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(State or other Jurisdiction of (I.R.S. Employer Identifi-
Incorporation or Organization) cation Number)
376 Ansin Boulevard, Hallandale, Florida 33009
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(Address of principal executive offices, including Zip Code)
1997 Stock Option Plan
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(Full title of the plan)
Colin N. Jones, President
376 Ansin Boulevard, Hallandale, Florida 33009
(954) 455-0110
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(Name, address and telephone number, including
area code, of agent for service)
Copy to:
Jon D. Sawyer, Esq.
Krys Boyle Freedman & Sawyer, P.C.
600 Seventeenth Street, Suite 2700 S.T.
Denver, Colorado 80202
(303) 893-2300
CALCULATION OF REGISTRATION FEE
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Amount Proposed Maxi- Proposed Maxi- Amount
Title of Securities to be mum Offering mum Aggregate of Regis-
to be Registered Registered Price Per Share Offering Price tration Fee
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Common Stock, 2,000,000 $1.210544<FN1> $2,421,088 $639.17
$.0001 Par Value
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[FN]
<FN1>
Based on the exercise price of the options outstanding under the 1997 Stock
Option Plan as to 1,275,000 shares and the average of the closing bid and ask
prices of the Registrant's Common Stock on February 28, 2000, as reported on
the OTC Bulletin Board as to the remaining 725,000 shares.
</FN>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by SMLX Technologies, Inc. (the
"Company") with the Securities and Exchange Commission under the Securities
Exchange Act of 1934 (the "Exchange Act") are hereby incorporated herein by
reference:
(1) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1998.
(2) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1999.
(3) The Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1999.
(4) The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1999.
(5) The Company's Current Report on Form 8-K dated May 10, 1999.
(6) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10-SB filed pursuant to Section 12 of
the Exchange Act filed April 4, 1996 (SEC File No. 0-28154).
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof
and 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 in this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The only statute, charter provision, bylaw, contract, or other arrange
ment under which any controlling person, Director or Officer of the Company is
insured or indemnified in any manner against any liability which he may incur
in his capacity as such, is as follows:
(a) The Company has the power under the Colorado Business Corporation Act
to indemnify any person who was or is a party or is threatened to be made a
party to any action, whether civil, criminal, administrative or investigative,
by reason of the fact that such person is or was a Director, Officer,
employee, fiduciary, or agent of the Company or was serving at its request in
a similar capacity for another entity, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
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incurred by him in connection therewith if he acted in good faith and in a
manner he reasonably believed to be in the best interest of the corporation
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. In case of an action brought by or
in the in right of the Company, such persons are similarly entitled to
indemnification if they acted in good faith and in a manner reasonably
believed to be in the best interests of the Company but no indemnification
shall be made if such person was adjudged to be liable to the Company for
negligence or misconduct in the performance of his duty to the Company unless
and to the extent the court in which such action or suit was brought
determines upon application that despite the adjudication of liability, in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnification. In such event, indemnification is limited to
reasonable expenses. Such indemnification is not deemed exclusive of any
other rights to which those indemnified may be entitled under the Articles of
Incorporation, Bylaws, agreement, vote of shareholders or disinterested
directors, or otherwise.
(b) The Articles of Incorporation and Bylaws of the Company generally
allow indemnification of Officers and Directors to the fullest extent allowed
by law.
ITEM 7. EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement:
EXHIBIT
NUMBER TITLE
4.1 Articles of Incorporation, as amended (incorporated by reference
to Exhibits 2.1, 2.2 and 2.3 to the Registrant's Form 10-SB
Registration Statement filed on April 4, 1996)
4.2 Bylaws (incorporated by reference to Exhibit 2.4 to the Regis-
trant's Form 10-SB Registration Statement filed on April 4,
1996)
4.3 Articles of Amendment to Articles of Incorporation dated
March 28, 1997 (incorporated by reference to Exhibit 2.4 to
the Registrant's Form SB-2 Registration Statement (SEC File
No. 333-67087))
4.4 Articles of Amendment to Articles of Incorporation dated
August 20, 1998 (incorporated by reference to Exhibit 3.4
to Registrant's Form SB-2 Registration Statement (SEC File
No. 333-67087))
5 Opinion of Krys Boyle Freedman & Sawyer, P.C. regarding the
legality of the securities being registered
23.1 Consent of Krys Boyle Freedman & Sawyer, P.C. (contained in its
opinion filed as Exhibit 5)
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23.2 Consent of Schmidt, Raines, Trieste, Dickenson & Adams, P.L.,
Certified Public Accountants
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 this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) 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 thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) 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 subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) 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.
(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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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 Item 6, 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
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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 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 Hallandale, State of Florida, on the 28th day
of February 2000.
SMLX TECHNOLOGIES, INC.
By:/s/ Colin N. Jones
Colin N. Jones, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the capaci
ties and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Colin N. Jones President (Chief Executive February 28, 2000
Colin N. Jones Officer) and Director
/s/ Henry B. Schur Vice President of Marketing February 28, 2000
Henry B. Schur and Director
/s/ Joel Marcus Chief Financial Officer and February 28, 2000
Joel Marcus Director
/s/ Kenneth H. Robertson Director February 28, 2000
Kenneth H. Robertson
/s/ Gerald M.Wochna Director February 28, 2000
Gerald M. Wochna
________________________ Director
Sherman O. Jones
________________________ Director
Khalid Hossain
KRYS BOYLE FREEDMAN & SAWYER, P.C.
Attorneys at Law
(303) 893-2300 600 17th Street, Suite 2700 So. FAX (303) 893-2882
Denver, Colorado 80202
February 29, 2000
SMLX Technologies, Inc.
376 Ansin Boulevard
Hallandale, FL 33009
Re: SEC Registration Statement on Form S-8
Gentlemen:
We are counsel for SMLX Technologies, Inc., a Colorado corporation (the
"Company") in connection with its registration under the Securities Act of
1933, as amended (the "Act"), of 2,000,000 shares of common stock which may be
issued upon the exercise of options granted under the Company's 1997 Stock
Option Plan through a Registration Statement on Form S-8 as to which this
opinion is a part, to be filed with the Securities and Exchange Commission
(the "Commission").
In connection with rendering our opinion as set forth below, we have
reviewed and examined originals or copies identified to our satisfaction of
the following:
(1) Articles of Incorporation of the Company as filed with the Secre
tary of State of the State of Colorado, as amended.
(2) Minute book containing the written deliberations and resolutions of
the Board of Directors and Shareholders of the Company.
(3) The Registration Statement.
(4) The exhibits to the Registration Statement to be filed with the
Commission.
We have examined such other documents and records, instruments and
certificates of public officials, officers and representatives of the Company,
and have made such other investigations as we have deemed necessary or
appropriate under the circumstances.
Based upon the foregoing and in reliance thereon, it is our opinion that
the 2,000,000 shares of the Company's $.0001 par value common stock which may
be issued upon the exercise of options under the 1997 Stock Option Plan will,
upon the purchase, receipt of full payment, issuance and delivery in accor
dance with the terms of such options, be duly and validly authorized, legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
referenced Registration Statement on Form S-8.
Very truly yours,
KRYS BOYLE FREEDMAN & SAWYER, P.C.
By:/s/ Jon D. Sawyer
Jon D. Sawyer
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 11, 1999, appearing in the
Annual Report on Form 10-KSB of SMLX Technologies, Inc. for the fiscal year
ended December 31, 1998.
/s/ Schmidt & Co.
Schmidt, Raines, Trieste,
Dickenson & Adams, P.C.
Boca Raton, Florida
February 23, 2000
