As filed with the Securities and Exchange Commission on September 21, 2000.
Registration Number: 333-32522
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8/POS
POST EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933.
Salient Cybertech, Inc.
(Exact name of registrant as specified in its charter)
Delaware 35-1990559
(State or other jurisdiction of (I.R.S. Employer Identification Code
incorporation or organization) Number)
Salient Cybertech, Inc. Paul Sloan, President
1999 Lincoln Drive Salient Cybertech, Inc.
Suite 202, Sarasota FL 34236 1999 Lincoln Drive
(941) 953-6168 Suite 202, Sarasota FL 34236
(Address, including zip code (Address, including zip code and
and telephone number,including telephone number,including area
area code of Registrants principal code of agent for service)
offices and principal place of
Business)
Amendment to Consulting Agreement with Marc Sporn, et al.
(Full title of Plan)
Copies to:
Bernabe Diaz, Esq.
c/o Corporate Services Group
71 Stony Hill Rd., 2nd Flr.
Bethel, CT 06801
CALCULATION OF REGISTRATION FEE*
________________________________________________________________________
Proposed Maximum
Title of Common Shares to be Offering Aggregate Amount of
each class Registered Per Unit Offering Registration
of Price Fee
Securities
to be
Registered 500,000 $3.00 $1,500,000 $396.00
Common
Stock, par
value-$.001
________________________________________________________________________
*Pursuant to the provisions of S.E.C. Rule 16, the Registrant is registering
such additional Securities as may be issuable pursuant to applicable anti-
dilutive obligations of the Registrant with reference to the securities
registered.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 Incorporation of Documents by Reference
The following documents, which have been filed by Salient Cybertech,
Inc. (the "Registrant") with the Securities and Exchange Commission, are
incorporated herein by reference:
(a) Reports on Form 10-KSB and 10-QSB
1. Quarterly and Annual Reports on Form 10-QSB and 10-KSB, respectively,
as timely filed with the Securities and Exchange Commission pursuant to the
Securities and Exchange Act of 1934.
2. Report on Form 10-KSB filed on March 31, 2000.
3. Quarterly Reports Filed on Form 10-QSB, filed on May 15, 2000
and on August 15, 2000.
(b) Reports on Form 8-K
1. Form 8K filed with the Securities and Exchange Commission on
February 22, 2000 regarding the Resignation of Larry Provost as Director.
2. Form 8-K filed with the Securities and Exchange Commission on
March 29, 2000 regarding the change of accountants.
3. Form 8K/A filed with the Securities and Exchange Commission on
April 25, 2000 regarding the change of accountants.
4. Report on Form 8-K filed on May 17, 2000 reporting the change
of address.
5. Report on Form 8-K, reporting the employment agreements, filed on
May 5, 2000.
6. Current Report on Form 8-K, providing the details of the purchase of
Futronix, Inc. by the Company, filed on May 23, 2000.
7. Report on Form 8-K Reporting the termination of Consulting Agreement,
Filed on September 20, 2000.
All documents files by the Registrant with the Securities and Exchange
Commission pursuant to Sections 13(a), 13(c) and 15(d) of the Securities
Exchange Act of 1934, as amended, subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which de-registers
all securities then remaining unsold shall, except to the extent otherwise
provided by any rule promulgated by the Securities and Exchange Commission,
be deemed incorporated by reference in this Registration statement and to
be part hereof from the date of filing such document.
<PAGE>
Item 4 Description of Securities
The Registrant is authorized to issue 80,000,000 shares of Common
Stock, with a par value of $0.001. Immediately prior to this offering 6,707,900
shares of Common Stock were outstanding and held of record by approximately 350
persons. The holders of Common Stock have one vote per share on all matters
(including election of directors) without provision for cumulative voting.
Thus, holders of more than fifty percent (50%) of the shares voting for the
election of directors can elect all of the directors, if they choose to do
so. The Common Stock is not redeemable and has no conversion or pre-emptive
rights. The Common Stock currently outstanding is (and the Shares being
used pursuant to this prospectus will be) validly issued, fully paid and non-
assessable. In the event of liquidation of the Registrant, the holders of
Common Stock will share equally in any balance of the Registrant's assets
available for distribution to them after satisfaction of creditors and the
holders of the Registrant's senior securities. The Registrant may pay
dividends, in cash or in securities or other property when and declared by
the board of directors from funds legally available therefor, but has paid no
cash dividends on its Common Stock.
Item 5 Interests of Named Experts and Counsel
Bernabe Diaz, Esquire, the Registrant's general counsel, owns 1,500
shares of the Registrant's common stock for which he paid $1,500.00. Mr.
Diaz is the attorney providing the legal opinion required by the Registration
Statement.
Item 6 Indemnification of Directors
In accordance with General Corporation Laws of the State of Delaware
which were in effect at the time of Registrant was incorporated, the
Registrant's Board of Directors adopted by resolution, as further set forth
in the Registrant's by laws, provisions relative to indemnification of its
Officers and Directors against expenses, judgments, fines, settlements, and
other amounts actually and reasonably incurred in connection with the
defense of any proceeding or threatened proceeding to which such person was
or is a party, or is threatened to be made a party by reason of the fact that
such person was or is an officer or director, provided that, (i) such
director or officer acted in good faith or in manner reasonably believed by
him to be in the best interests of the corporation to procure a judgment in
its favor. In the latter case, the power to indemnify extends to expenses
actually or reasonably incurred in connection with the defense or settlement
of any proceeding if such person (i) acted in good faith, and (ii) in the
manner such officer and director believed to be in the best interests of the
corporation and with such care, including reasonable inquiry, as an ordinary
prudent person would use under similar circumstances. No indemnification
will be made in respect of any claim, issue or matter, as to which such
person shall have been adjudged liable for negligence or misconduct in the
performance of his duty to corporation unless, and only to extent that, the
court in which such action or suit was brought shall determine upon an
application of that, despite the adjudication of liability, but in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses which the court shall deem proper.
Otherwise, indemnification for an officer and director meeting the applicable
standards of conduct is determined by a majority of the disinterested
directors or shareholders or upon application by the corporation, such
officer or director or his attorney, to the court in which such proceeding
was pending. Notwithstanding the foregoing, the Registrant is contemplating
amending its indemnification of officers and directors to allow the
Registrant to utilize the broader indemnification now allowed under
the Delaware Corporation Act.
The Securities & Exchange Commission is of the opinion that
indemnification of the Registrant's officers or directors for the matters
involving violation of securities laws is against public policy and that
agreements therefor are consequently unenforceable.
<PAGE>
Item 7 Exemption From Registration Claimed
Not applicable.
Item 8 Exhibits
4. Constituent Documents:
.1 Original Articles of Incorporation*
.11 1st Amendment to Articles of Incorporation*
.12 2nd Amendment to Articles of Incorporation*
.2 Original Bylaws*
.21 Current Bylaws, as amended. *
5. Opinion of Bernabe Diaz, Esq. at page 6.
10. Amendment to Consulting Agreement with Marc Sporn, et al at page 7.
___________
* Filed with the Registrant's Current Report on Form 8/K and Exhibits
appended thereto, as amended, Securities and Exchange Commission
(Filed on October 29, 1999).
Item 9 Undertakings
(a) Rule 415 offering.
1. The 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 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;
(2) That, for the purpose of determining any liability under 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
offering of such securities at that time shall be deemed to be initial bona
fide offering thereof.
(3) To remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) Filings incorporating subsequent Exchange Act documents by reference.
The 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 the 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
<PAGE>
securities offered herein, and the offering of such securities at that time
shall be deemed to be initial bona fide offering thereof.
(c) Filings of registration statement on Form S-8.
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 registrants 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, in the registrants
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, as
amended, the Registrant hereby certifies that it meets all of the
requirements for filing of Form S-8 and has duly caused this Registration
Statement to be signed on itss behalf by the undersigned in the City of
Sarasota, State of Florida on September 15, 2000.
Salient Cybertech, Inc.
By:/s/Paul Sloan/s/
Paul Sloan, President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Date: September 15, 2000
By: __/s/Paul Sloan/s/___
Paul Sloan
President & Director
<PAGE>
EXHIBIT 5.1
Opinion of Bernabe B. Diaz, Registrant's Counsel
September 15, 2000
Securities and Exchange Commission
Washington, D.C. 20549
Re: Salient Cybertech, Inc.
Gentlemen:
This opinion is given in connection with the filing of the
Registration Number 333-32522 (the "Registration Statement") filed with the
United States Securities and Exchange Commission, as it pertains to 500,000
share of Salient Cybertech, Inc.'s (the "Registrant") common stock, with a
par value of $0.001 to be issued to Marc Sporn, Alan Sporn, and C. K. Tam,
pursuant to the terms of a consulting agreement amendment dated
September 15, 2000.
Certain terms used in this opinion characterized by initial capital
letter have been meaning set forth in the Registration Statement. We have
examined the originals and copies of corporate instruments, certificates and
other documents of the Registrant and interviewed representatives of the
Registrant to the extent we deemed it necessary, in order to form the basis
for the opinion hereinafter set forth. A major portion of our investigation
of the registrant involved review of 34 Act reports heretofore filed by the
Registrant, the information contained therein having been presumed to be
accurate.
In such examination we have assumed the geniuses of all signatures
and authenticity of all documents submitted to us as certified and photostat
copies. As to all questions of fact material to this opinion which have not
been independently established, we have relied upon statements or
certificates of officers or representatives of the Registrant.
Based on the foregoing, we are of opinion that the 500,000 shares of
the registrant's common stock referred to in the Registration Statement
will, upon issuance after payment therefor, be fully paid and non-assessable
and there is no personal liability to the owners thereof.
This law firm hereby consents to the filing of this opinion as an
exhibit to the Registration Statement; however, this opinion is limited to
the facts set forth herein and is not to be interpreted as an opinion that
the Registration Statement has been properly prepared, or provides all
required disclosure.
Very truly yours,
// Bernabe B. Diaz//
Bernabe B. Diaz
<PAGE>
Exhibit 99.1
AGREEMENT
THIS AMENDING AGREEMENT (the "Agreement"), dated September 15, 2000
being an amendment to the original Consulting Agreement dated the 24th day
of January, 2000, is made and entered into by and between SALIENT CYBERTECH,
INC., (hereinafter referred to as "SCI"), a Public Company incorporated
pursuant to the laws of Delaware, OF THE FIRST PART, and Marc Sporn, Alan
Sporn, and C. K. Tam, (hereinafter collectively referred to as "Consultant"),
OF THE SECOND PART.
P R E A M B L E :
WHEREAS, SCI desires to terminate its relationship with the
Consultant; and
WHEREAS the Consultant has agreed to accept the termination;
NOW, THEREFORE, in consideration for the Consultant's agreement to
render the hereinafter described services, as well as of the premises, the
sum of TEN ($10) DOLLARS, and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the Parties, intending
to be legally bound, hereby agree as follows:
WITNESSETH:
ARTICLE ONE
CONSULTANT SERVICES
1.1 The Consultant has performed the following services for SCI:
(a) Consultant provided financial advisory services, investment banking
services, and financing services generally to SCI, and specifically, without
restricting the generality of the foregoing, advised SCI on matters
concerning the different modes of raising working capital and funds for
expansion, and modes for the acquisition of its current subsidiaries.
(b) Consultant has worked with SCI to further develop its management
structure and its Board of Directors, and helped develop and plan its
strategy in acquiring companies that melded with SCI's development plans.
Consultant has also reviewed all expansion plans, including expansion by
takeover, and commented on the desirability and feasibility of the said
plans, and helped develop plans of action for SCI's general plans for
expansion as required.
ARTICLE TWO
FEES, EXPENSES, AND TERMINATION
2.1 Fees
(a) The parties have agreed to pay Consultant a termination fee of 500,000
free trading shares, said shares shall be delivered within 7 working days
of the execution of this agreement. The said shares shall be issued to each
consultant on a pari passu basis. This payment is in lieu of any monetary
settlement, taking into account the ability of SCI to pay any settlement
in a timely manner, and taking into account the costs of any protracted
settlement dispute.
(b) The parties hereto agree that no further compensation shall be sought by
Consultant for any services rendered to SCI, and Consultant has no claims in
law or equity for any sum of money due it by SCI.
<PAGE>
2.2 Expenses
Consultant has borne all its own expenses in providing the services
herein, and the parties hereto agree that no further claim may be made by
Consultant for expenses incurred in the execution of Consultant's duties.
2.3 Termination
(a) This Agreement is terminated forthwith, and, except for the fee
mentioned herein, SCI owes no further obligation to Consultant.
ARTICLE THREE
MISCELLANEOUS
3.1 All notices, demands or other written communications hereunder shall
be in writing, and unless otherwise provided, shall be deemed to have been
duly given on the first business day after mailing by United States
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
TO CONSULTANT: Marc Sporn, 6638 Grande Orchid Way, Delray Beach,
Florida 33446;
and
TO SCI: Salient Cybertech, Inc., 1999 Lincoln Drive, Suite 202,
Sarasota, Florida 34236
in each case, with copies to such other address or to such other persons as
any Party shall designate to the others for such purposes in the manner
herein above set forth.
3.2 Time shall be of the essence in this Agreement.
3.3 This Agreement may be executed in one or more counterparts, each of
which when so executed shall constitute an original and all of which together
shall constitute one and the same agreement.
3.4 This Agreement, constitutes the entire agreement between the parties
hereto. There are not and shall not be any verbal statements, representations,
warranties, undertakings or agreements between the parties and this
Agreement may not be amended or modified in any respect except by written
instrument signed by the parties hereto.
3.5 This Agreement shall be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the laws of the State of
New York. Any and all disputes arising under this Agreement whether as to
interpretation, performance or otherwise, shall be subject to the exclusive
jurisdiction of the Courts of the State of New York. Each of the parties
hereto hereby irrevocably attorns to the jurisdiction of the Courts of the
State of New York.
3.6 The parties hereto shall sign such further and other papers, cause
such meetings to be held, resolutions passed and by-laws enacted, exercise
their vote and do or cause to be done all such other acts and things as may
<PAGE>
be necessary or desirable in order to give full force and effect to this
Agreement and every part thereof.
3.7 The headings used herein are inserted for convenience of reference
only and shall not affect the construction of, or interpretation of, this
Agreement.
3.8 In the event that any Article or section of this Agreement is held
to be invalid or unenforceable by a court of competent jurisdiction, such
invalidity or unenforceability shall not affect the remainder of the
provisions hereof, but such part shall be fully severable, and this Agreement
shall be construed and enforced as if such invalid or unenforceable part
had never been inserted herein and the parties do hereby agree that they
would have signed this Agreement without such invalid or unenforceable part
included herein.
3.9 In this Agreement words importing the singular number only shall
include the plural and vice versa; and words importing the masculine gender
shall include the feminine and vice versa.
3.10 This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, legal personal representatives,
successors and permitted assigns.
3.11 Where the date for the expiry of any time period or for the closing
of any thing hereunder expires or falls upon a day which is not a Business
Day, the time so limited extends to and the thing shall be done on the day
next following that is a Business Day.
3.12 Except as defined herein, the original Agreement shall be the
governing document between the parties hereto, and, in the event there is
any inconsistency between this amendment and the original Agreement, this
amendment shall be held to govern the relationship among the parties hereto.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement on the day and year first above written.
SIGNED, SEALED AND DELIVERED )
in the presence of
) //Paul Sloan//_____________
) SALIENT CYBERTECH, INC.
) per: Paul Sloan, CEO
)
) //Marc Sporn//
) Marc Sporn
)
) //Alan Sporn//
) Alan Sporn
)
) //C. K. Tam//
) C. K. Tam
)
<PAGE>
