As filed with the Securities and Exchange Commission on January 27, 2000.
Registration Number: 33-_____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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
1715 Stickney Pt. Rd. Salient Cybertech, Inc.
Suite A-12, Sarasota FL 34231 1715 Stickney Pt. Rd.
(941) 349-6583 Suite A-12, Sarasota FL 34231
(941) 349-6583
(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)
Consulting Agreement with Marc Sporn
(Full title of Plan)
Copies to:
Bernabe B. Diaz, Esq. Marc Sporn
c/o Corporate Services Group 22861 Harrowood Ct.
71 Stony Hill Rd., 2nd Flr. Boca Raton, FL 33433
Bethel, CT 06801
CALCULATION OF REGISTRATION FEE*
________________________________________________________________________
Proposed Maximum
Title of Dollar Amount to be Offering Aggregate Amount of
each class Registered Per Unit Offering Registration
of Price Fee
Securities
to be
Registered $250,000 $0. 33 $250,000.00 $66.00
Common
Stock, par
value-$.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> 1
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) the Registrant's Registration statement on Form 10-SB, SEC File
Number 000-28772, Filed on September 4, 1996.
b) the Registrant's Report on Form 8K, Filed on September 24, 1999,
and amended on October 29, 1999 and December 27, 1999.
c) the Registrant's Report on Form 10-QSB, SEC File Number 000-28772,
Filed on November 13, 1999.
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.
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 3,200,000 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.
<PAGE> 2
Item 5 Interests of Named Experts and Counsel
Bernabe B. 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.
Item 7 Exemption From Registration Claimed
Not applicable.
<PAGE> 3
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 B. Diaz, Esq. at page 6.
10. Consulting Agreements with Marc Sporn, et al at page 7.
___________
* Filed with the Registrant's Current Report on Form 8K 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 securities offered herein, and
the offering of such securities at that time shall be deemed to be
initial bona fide offering thereof.
<PAGE> 4
(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 January 27, 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: January 27, 2000
By: __/s/Paul Sloan/s/___
Paul Sloan, President & Director
<PAGE> 5
EXHIBIT 5.1
Opinion of Bernabe B. Diaz, Registrant's Counsel
January 27, 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 33-
________(the "Registration Statement") filed with the United States
Securities and Exchange Commission, as it pertains to 750,000 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, C. K. Tam, and
Martin Stein pursuant to the terms of a consulting agreement dated
January 24, 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 750,000 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,
/s/ Bernabe B. Diaz/s/
Bernabe B. Diaz
<PAGE> 6
AGREEMENT
THIS AGREEMENT (the "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, C. K. Tam, and Martin Stein (hereinafter collectively
referred to as "Consultant"), OF THE SECOND PART.
P R E A M B L E :
WHEREAS, SCI desires to engage the Consultant as its investment
banker, financial advisor, and general management consultants; and
WHEREAS the Consultant has performed the abovementioned services
for a substantial amount of time with out compensation and SCI is
desirous of continuing of continuing the relationship; and
WHEREAS the Consultant wishes to continue to provide the
abovestated services to SCI;
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 shall perform the following services for SCI:
(a) Consultant will provide financial advisory services, investment
banking services, and financing services generally to SCI, and
specifically, without restricting the generality of the foregoing,
will advise SCI on matters concerning the different modes of
raising working capital and funds for expansion.
(b) Consultant shall aid in the drafting of and review and comment
upon all Securities and Exchange Commission Filings, and upon any
and all actions requiring either Federal or State filings,
including NASD filings, and upon any and all press releases.
(c) Consultant shall work with SCI to further develop its management
structure and its Board of Directors, and to plan its strategy in
acquiring companies that will meld with SCI's development plans.
Consultant will also review any and all expansion plans, including
expansion by takeover, and comment on the desirability and
feasibility of the said plans, and will develop plans of action
for any general plans for expansion as required.
<PAGE> 7
(d) SCI hereby irrevocably agrees to keep Consultant apprised of all
material matters involving the SCI, as required to permit
Consultant to fully, properly and legally perform its duties
hereunder.
(e) Consultant shall submit weekly reports to SCI on its progress to
date.
ARTICLE TWO
FEES, EXPENSES, AND TERMINATION
2.1 Fees
(a) The Consultant shall be entitled to a fee of 550,000 free trading
shares within 7 working days of the execution of this agreement
for the sum of $50,000, said sum having been earned by Consultant.
The said shares shall be issued to each consultant on a pari passu
basis.
(b) The Consultant further is granted an option for the purchase of
200,000 shared for the sum of $1.00 per share, said option to be
exerciseable for a period of 30 days from the execution of this
agreement.
2.2 Expenses
Consultant shall bear all its own expenses in providing the
services herein, provided however, that major extraordinary
expenses such as annual reports when authorized in advance by
SCI, shall be borne by SCI. All travel, telephone, and board and
lodging expenses shall be borne by the Consultant.
2.3 Term and Termination
(a) This agreement shall be for a period of 3 years, and may not be
terminated by the Consultant.
This Agreement may be terminated by SCI at will and without cause.
In the event of termination, no further payments shall be due 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:
<PAGE> 8
TO CONSULTANT; Marc Sporn, 22861 Harrowood CT., Boca Raton, Fl. 33433;
and
TO SCI: Salient Cybertech, Inc., PO Box 35287, Sarasota Fl. 34242;
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 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.
<PAGE> 9
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.
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 )
) /s/Paul Sloan/s/_____________
) SALIENT CYBERTECH, INC.
per: Paul Sloan, CEO
)
) /s/Marc Sporn/s/
) Marc Sporn
)
) /s/Alan Sporn/s/
) Alan Sporn
)
) /s/C. K. Tam/s/
) T. C. Tam
)
) /s/Martin Stein/s/
) Martin Stein
<PAGE> 10
