<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
Registration Statement
Under
The Securities Act of 1933
SAXTON INCORPORATED
(Exact name of registrant as specified in its charter)
Nevada 88-0223654
------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5440 West Sahara Avenue, Third Floor
Las Vegas, NV 89146
---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Management Stock Option Incentive Plan
and
Non-Plan Employee Stock Options
---------------------------------------
(Full title of the plan)
James C. Saxton
5440 West Sahara Avenue, Third Floor, Las Vegas, Nevada 89146
(702) 221-1111
--------------------------------------------------------------
(Name, address and telephone number of agent for service)
Copy to:
Theodore H. Latty, Esq.
Hughes Hubbard & Reed LLP
350 South Grand Avenue, Suite 3600
Los Angeles, CA 90071-3442
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) PRICE(2) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.001 per share 250,000 shares $5.157 $1,289,250.00 $358.42
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value 99,298 shares(3) $6.10 $605,717.80 $168.39
$.001 per share
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement also relates to such indeterminate number
of additional shares of Common Stock as may be issuable pursuant to
stock splits, stock dividends or similar transactions.
(2) The proposed maximum offering price per share of Common Stock and the
proposed maximum aggregate offering price are calculated solely for
the purpose of determining the registration fee pursuant to
Rule 457(h) under the Securities Act of 1933. With respect to 99,298
shares of Common Stock as to which stock options were granted pursuant
to individual stock option agreements, the registration fee is based
on the option exercise price of $6.10 per share, and with respect to
the balance of the shares being registered (consisting of 250,000
shares of Common Stock), the registration fee is based on a price of
$5.157 per share, which is the average of the high and low prices of
the Registrant's Common Stock as reported on the Nasdaq Stock
Market on July 30, 1999.
(3) Represents the 99,298 shares of Registrant's Common Stock underlying
stock options granted pursuant to individual stock option agreements.
Securities offered and sold under the Management Stock Option Incentive
Plan ("the Plan") which is a subject of this Registration Statement were
also registered by means of a Registration Statement on Form S-8, No.
333-68325, filed with the Securities and Exchange Commission on December 3,
1998 (the "Prior Registration Statement"). Prospectus documents used in
connection with this Registration Statement will also apply with respect to
the Prior Registration Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of Part II of Registrant's Prior Registration Statement on
Form S-8, SEC File Number 333-68325, filed on December 3, 1998, with respect to
the Plan, are incorporated herein by this reference.
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Saxton Incorporated (the "Company") under
the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein
by reference:
(a) The Company's Annual Report on Form 10-K/A for the year ended December
31, 1998;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999;
(c) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since March 31, 1999; and
(d) The description of Company's Common Stock contained in the Company's
registration statements therefore and subsequent amendments thereof.
All documents filed by the Company 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 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 part hereof from the date of the 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
Section 78.751 of the Nevada General Corporation Law (the "GCL") and
Article VIII of the Bylaws of the Company contain provisions for indemnification
of officers and directors of the Company. Section 78.751 of the GCL also
contains provisions permitting the indemnification of employees and agents of
the Company. The provisions of the Bylaws permit the Company to indemnify
officers and directors to the full extent permitted under law. Each person will
be indemnified in any proceeding if such person acted in good faith and in a
manner which such person reasonably believed to be in or not opposed to the best
interest of the Company. Indemnification would cover expenses including
attorneys' fees, judgments, fines and amounts paid in settlement. The Company
has also entered into separate
II-1
<PAGE>
indemnification agreements with certain of its officers and directors. These
indemnification agreements are separate and independent of the
indemnification rights under the Bylaws and are irrevocable.
The Company's Articles of Incorporation eliminate each director's and
officer's liability to the Company or its stockholders for damages for breach of
fiduciary duty except for (i) acts or omissions which involve intentional
misconduct, fraud, or knowing violation of law or (ii) the payment of dividends
in violation of Section 78.300 of the GCL.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
In addition to the exhibits incorporated herein by reference to the Prior
Registration Statement, the following exhibits are included herewith.
<TABLE>
<CAPTION>
NUMBER DESCRIPTION METHOD OF FILING
------ ----------- ----------------
<S> <C> <C>
4.4 Amendment to Saxton Incorporated Filed herewith
Management Stock Option Incentive Plan
5.1 Opinion of Hughes Hubbard & Reed LLP Filed herewith
23.3 Consent of KPMG LLP Filed herewith
23.4 Consent of Deloitte & Touche LLP Filed herewith
23.5 Consent of Hughes Hubbard & Reed LLP Included in Exhibit 5.1
24.1 Powers of Attorney Filed herewith
</TABLE>
II-2
<PAGE>
Item 9. UNDERTAKINGS
(a) The Company hereby undertakes:
(1) To file, during any period in which offers of 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,
represents 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.
(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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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 Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
II-3
<PAGE>
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 Las Vegas, State of Nevada, on
August 6, 1999.
SAXTON INCORPORATED
By: /s/ James C. Saxton
---------------------------------------------
Name: James C. Saxton
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on August 6, 1999.
SIGNATURE CAPACITY
/s/ James C. Saxton President, Chief Executive Officer
- ----------------------------------- and Chairman of the Board of
James C. Saxton Directors (Principal Executive
Officer)
/s/ Kirk Scherer Chief Financial Officer (Principal
- ----------------------------------- Financial and Accounting Officer)
Kirk Scherer
/s/ Timothy J. Adams Director
- -----------------------------------
Timothy J. Adams
/s/ Marc Hechter Director
- -----------------------------------
Marc Hechter
/s/ Michele Saxton Pori Director
- -----------------------------------
Michele Saxton Pori
/s/ Douglas W. Hensley Director
- -----------------------------------
Douglas W. Hensley
II-4
<PAGE>
SIGNATURE CAPACITY
/s/ Paul Eisenberg Director
- -----------------------------------
Paul Eisenberg
/s/ Bernard J. Mikell, Jr. Director
- -----------------------------------
Bernard J. Mikell, Jr.
/s/ Robert L. Seale Director
- -----------------------------------
Robert L. Seale
/s/ Robert R. Barengo Director
- -----------------------------------
Robert R. Barengo
/s/ Robert A. Hynote Director
- -----------------------------------
Robert A. Hynote
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION METHOD OF FILING
------ ----------- ----------------
<S> <C> <C>
4.4 Amendment to Saxton Incorporated Filed herewith
Management Stock Option Incentive Plan
5.1 Opinion of Hughes Hubbard & Reed LLP Filed herewith
23.3 Consent of KPMG LLP Filed herewith
23.4 Consent of Deloitte & Touche LLP Filed herewith
23.5 Consent of Hughes Hubbard & Reed LLP Included in Exhibit 5.1
24.1 Powers of Attorney Filed herewith
</TABLE>
<PAGE>
Exhibit 4.4
AMENDMENT TO
SAXTON INCORPORATED
MANAGEMENT STOCK OPTION INCENTIVE PLAN
This First Amendment (the "Amendment") to Saxton Incorporated (the
"Company") Management Stock Option Incentive Plan (the "Plan") is made and
entered into as of December 7, 1998 with reference to the following:
WHEREAS, the Board of Directors of the Company duly approved this Amendment
on December 7, 1998, subject to stockholder approval; and
WHEREAS, this Amendment will be submitted for majority ratification or
approval by the stockholders of the Company, in accordance with Section 14 of
the Securities Exchange Act of 1934, not later than the next annual meeting of
the stockholders of the Company.
NOW, THEREFORE, the Plan is amended, subject to stockholder approval, as
follows:
1. Section 4.1 of the Plan is amended and restated in its entirety to
read as follows:
"4.1 The total number of shares of Common Stock that may
be issued under the Plan shall not exceed 750,000 (subject to
adjustment as provided below). Such shares may consist of
authorized but unissued shares or shares that have been issued
and reacquired by the Company."
2. In all other respects, the Plan shall remain unchanged and in full
force and effect.
Dated: December 7, 1998 /s/ Timothy J. Adams
--------------------
Secretary
At the Company's Annual Meeting of Stockholders on June 7, 1999, the
stockholders approved the foregoing amendment to the Saxton Incorporated
Management Stock Option Incentive Plan.
<PAGE>
Exhibit 5.1
August 6, 1999
Saxton Incorporated
5440 West Sahara Avenue, Third Floor
Las Vegas, Nevada 89146
Re: Registration Statement on Form S-8
Gentlemen:
We have represented Saxton Incorporated, a Nevada corporation (the
"Company"), as special securities counsel in connection with the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of (i) an
aggregate of 250,000 shares of the Company's common stock, $.001 par value per
share, issuable upon exercise of stock options granted under the Saxton
Incorporated Management Stock Option Incentive Plan (the "Plan") and (ii) an
aggregate of 99,298 shares of the Company's common stock, $0.001 par value per
share, issuable upon the exercise of stock options granted pursuant to
individual stock option agreements (the "Agreements") (collectively, the
"Shares"). The Shares are being registered by the Company on a Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission
(the "Commission") on or about August 6, 1999 (the "Registration Statement").
As such special securities counsel, and for the purpose of rendering this
opinion, we have reviewed such corporate records and other documents as we have
deemed necessary and appropriate to render the opinion contained herein. In
addition, we have consulted with officers and other representatives of the
Company and have obtained such representations with respect to such matters of
fact as we have deemed necessary or advisable; however, we have not necessarily
independently verified the content of factual statements made to us in
connection therewith or the veracity of such representations. We have assumed
without independent verification or investigation (i) the genuineness of all
signatures, (ii) the authenticity of all documents submitted to us as originals
and (iii) the conformity to authentic original documents of all documents
submitted to us as certified, conformed or photostatic copies.
On the basis of the foregoing, such examinations of law and such other
information as we have deemed relevant under the circumstances, we are of the
opinion as of the date hereof that the Shares, when issued and sold pursuant to
the Plan or the Agreements, respectively, will be validly issued, fully paid and
nonassessable shares of common stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Shares. In giving this consent, we do
not admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules or regulations of the Commission
promulgated thereunder.
Very truly yours,
HUGHES HUBBARD & REED LLP
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Board of Directors
Saxton Incorporated:
We consent to the incorporation by reference in this registration statement
on Form S-8 of Saxton Incorporated of our report dated March 24, 1998,
relating to the consolidated balance sheet of Saxton Incorporated and
subsidiaries as of December 31, 1997 and the related consolidated statements
of income, stockholders' equity and cash flows for each of the years in the
two-year period ended December 31, 1997, and all related schedules, which
report appears in the December 31, 1998, annual report on Form 10-K/A of
Saxton Incorporated.
KPMG LLP
Los Angeles, California
August 6, 1999
<PAGE>
Exhibit 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Saxton Incorporated on Form S-8 of our report dated March 12, 1999
appearing in the Annual Report on Form 10-K/A of Saxton Incorporated for the
year ended December 31, 1998.
Deloitte & Touche LLP
August 6, 1999
<PAGE>
Exhibit 24.1
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
does hereby constitute and appoint each of James C. Saxton and Douglas W.
Hensley, with full power of substitution, his or her true and lawful attorney
to execute in his or her name in any and all capacities any Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission
under the Securities Act of 1933 relating to the Saxton Incorporated
Management Stock Option Incentive Plan (the "Plan"), including without
limitation, additional Registration Statements on Form S-8 relating to the
Plan, and any and all amendments (including post-effective amendments) to any
such Registration Statement, and to file the same, with all exhibits thereto
and any other documents in connection therewith, with the Securities and
Exchange Commission. Each such attorney and his substitutes shall have and
may exercise all powers to act hereunder. Each of the undersigned does
hereby ratify and confirm all that said attorney and agent shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has signed his/her name
hereto as of August 6, 1999.
/s/ James C. Saxton /s/ Michele Saxton Pori
----------------------------------- --------------------------------
James C. Saxton Michele Saxton Pori
/s/ Timothy J. Adams /s/ Paul Eisenberg
----------------------------------- --------------------------------
Timothy J. Adams Paul Eisenberg
/s/ Marc Hechter /s/ Robert L. Seale
----------------------------------- --------------------------------
Marc Hechter Robert L. Seale
/s/ Bernard J. Mikell, Jr. /s/ Robert R. Barengo
----------------------------------- --------------------------------
Bernard J. Mikell, Jr. Robert R. Barengo
/s/ Kirk Scherer /s/ Robert A. Hynote
----------------------------------- --------------------------------
Kirk Scherer Robert A. Hynote
/s/ Douglas W. Hensley
-----------------------------------
Douglas W. Hensley
