<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 2000.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CYNET, INC.
-------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 76-0467099
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
12777 JONES ROAD, SUITE 400
HOUSTON, TEXAS 77070
(281) 897-8317
-------------------------------------------------------------------------------
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CYNET, INC. 1997 RESTATED STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
-------------------
SAMUEL C. BEALE
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CYNET, INC.
12777 JONES ROAD, SUITE 400
HOUSTON, TEXAS 77070
(281) 897-8317
-------------------------------------------------------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPY TO:
JAMES J. SPRING, III
CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN
1200 SMITH STREET, SUITE 1400
HOUSTON, TEXAS 77002
(713) 658-1818
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
---------------------- ----------------- -------------------- ------------------ -------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
no par value per share 1,482,500 shares $0.39(1) $578,175(1) $152.64(1)
---------------------- ----------------- -------------------- ------------------ -------------------
Class A Common
Stock, no par value per 1,403,750 shares $1.51(1) $2,119,662.50(1) $559.59(1)
share
---------------------- ----------------- -------------------- ------------------ -------------------
Class A Common Stock,
no par value per share 2,113,750 shares $1.18755(2) $2,510,183.81(2) $662.69(2)
---------------------- ----------------- -------------------- ------------------ -------------------
Total 5,000,000 shares -- $5,208,021.31 $1,374.92
-------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(h), the offering price and registration fee are
computed upon the basis of the price at which the options may be
exercised.
(2) With respect to 2,113,750 shares of Class A Common Stock available for
future grants under the Plan, the estimated offering price and
registration fee are determined pursuant to Rule 457(h) under the
Securities Act of 1933, as amended, to be equal to 1.18755, the average
of the high and low prices of the Class A Common Stock on the NASD OTC
Bulletin Board on August 16, 2000.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not required to be and are not filed with the Securities and
Exchange Commission (the "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 S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
CYNET, Inc., a Texas corporation (the "Registrant" or "CYNET"),
hereby incorporates by reference into this Registration Statement the
documents listed below. In addition, all documents subsequently filed by CYNET
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), 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 into this Registration Statement and to
be a part hereof from the date of filing of such documents:
(a) CYNET's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1999.
(b) CYNET's Quarterly Reports on Form 10-QSB for the quarters
ended March 31, 2000 and June 30, 2000.
(c) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by CYNET's
document referred to in (a) above.
(d) The description of CYNET's Class A Common Stock, no par
value per share, contained in a Registration Statement of the
Registrant filed with the Commission on Form 8-A on December 2, 1999,
including any amendment or report filed for the purpose of updating
such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Texas law authorizes corporations to limit or eliminate the personal
liability of directors to corporations and their shareholders for monetary
damages under certain conditions and circumstances. The Articles of
Incorporation of the Company limit the liability of directors of the Company
(in their capacity as directors, but not in their capacity as officers) to the
Company or its shareholders to the fullest extent permitted by Texas law.
Specifically, no director of the Company will be personally liable to the
Company or its shareholders for monetary damages for any act or omission in
such director's capacity as a director, except for (i) a breach of the
director's duty of loyalty to the Company or its shareholders, (ii) an act or
omission not in good faith which involve intentional misconduct or a knowing
violation of the law, (iii) an act or omission for which the liability of a
director is expressly provided for by an applicable statute or (iv) any
transaction from which the director derived an improper personal benefit,
whether or not the benefit resulted from an action taken in the person's
official capacity.
The inclusion of this provision in the Company's Articles of
Incorporation may have the effect of reducing the likelihood of derivative
litigation against directors, and may discourage or deter shareholders or
management from bringing a lawsuit against directors for breach of their duty
of care, even though such an action, if successful, might otherwise have
benefitted the Company and its shareholders. However, such limitation on
liabilities does not affect the standard of conduct with which directors must
comply, the availability of equitable relief or any causes of action based on
federal law.
The Company's Articles of Incorporation provide for the
indemnification of its current and former officers and directors to the
fullest extent permitted by applicable law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
3.1 Articles of Incorporation of the Registrant
(incorporated by reference from the same numbered
exhibit to Amendment No. 2 to CYNET's Registration
Statement on Form SB-2, filed with the Commission on
September 17, 1999 (file no. 333-60765)).
4.1 Form of Certificate Representing Class A Common Stock
(incorporated by reference to the same numbered
exhibit to Amendment No.2 to CYNET's Registration
Statement on Form SB-2, filed with the Commission on
September 17, 1999 (file no. 333-60765)).
4.2 CYNET, Inc. 1997 Restated Stock Option Plan
(incorporated by reference from exhibit 10.5 to
Amendment No.1 to CYNET's Registration Statement on
Form SB-2, filed with the Commission on August 12,
1999 (file no. 333-60765)).
3
<PAGE>
*5.1 Opinion of Chamberlain, Hrdlicka, White, Williams &
Martin.
*24.1 Consent of BDO Seidman, LLP, independent accountants.
*24.2 Consent of Chamberlain, Hrdlicka, White, Williams &
Martin (contained in Exhibit 5.1 hereto).
*25.1 Power of Attorney (included in Part II of the
Registration Statement).
-----------
* Filed herewith
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the
Securities 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 Securities 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 by it
is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
(b) 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:
(A) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(B) To reflect in the prospectus any facts or
events arising after the effective date of
this Registration Statement (or the most
recent post-effective amendment hereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement; and
(C) 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 paragraphs (a)(1)(A) and (a)(1)(B) do
not apply if the information required in a post-effective
amendment is incorporated by reference from periodic reports
filed by the Registrant with the Commission under the Exchange
Act.
4
<PAGE>
(2) That, for the purpose of determining any liability
under the Securities Act, each 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.
(4) That, for purposes of determining any liability under
the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act 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.
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 Houston, State of Texas, on this
18th day of August, 2000.
CYNET, INC.
/s/ Vincent W. Beale, Sr.
-----------------------------------------------
Vincent W. Beale, Sr., Chairman of the Board of
Directors and Chief Executive Officer (Principal
Executive Officer)
5
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Vincent W. Beale, Sr., to act as his
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all post-effective amendments to this Registration
Statement, and to file the same with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto such attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or his
substitute or substitutes or all of them may lawfully do or cause to be done
by virtue hereof.
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Vincent W. Beale, Sr.
------------------------- Chairman of the Board of August 17, 2000
Vincent W. Beale, Sr. Directors and Chief Executive
Officer (Principal Executive
Officer)
/s/ R. Greg Smith
------------------------- Vice President and Chief Financial August 17, 2000
R. Greg Smith Officer (Principal Financial and
Accounting Officer) and Director
/s/ Bernard B. Beale
------------------------- Executive Vice President, Chief August 18, 2000
Bernard B. Beale Operating Officer, and Director
/s/ Samuel C. Beale
------------------------- Vice President, General Counsel, August 18, 2000
Samuel C. Beale Secretary and Director
/s/ Wayne Schroeder
------------------------- Director August 18, 2000
Wayne Schroeder
/s/ Daniel C. Lawson
------------------------- Director August 18, 2000
Daniel C. Lawson
/s/ Craig T. Jackson
------------------------- Director August 18, 2000
Craig T. Jackson
/s/ Gerald W. McIntosh
------------------------- Director August 17, 2000
Gerald W. McIntosh
/s/ Gregory E. Webb
------------------------- Director August 18, 2000
Gregory E. Webb
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
<S> <C>
3.1 Articles of Incorporation of the Registrant
(incorporated by reference from the same numbered
exhibit to Amendment No. 2 to CYNET's Registration
Statement on Form SB-2, filed with the Commission on
September 17, 1999 (file no. 333-60765)).
4.1 Form of Certificate Representing Class A Common Stock
(incorporated by reference to the same numbered
exhibit to Amendment No.2 to CYNET's Registration
Statement on Form SB-2, filed with the Commission on
September 17, 1999 (file no. 333-60765)).
4.2 CYNET, Inc. 1997 Restated Stock Option Plan
(incorporated by reference from exhibit 10.5 to
Amendment No.1 to CYNET's Registration Statement on
Form SB-2, filed with the Commission on August 12,
1999 (file no. 333-60765)).
*5.1 Opinion of Chamberlain, Hrdlicka, White, Williams &
Martin.
*24.1 Consent of BDO Seidman, LLP, independent accountants.
*24.2 Consent of Chamberlain, Hrdlicka, White, Williams &
Martin (contained in Exhibit 5.1 hereto).
*25.1 Power of Attorney (included in Part II of the
Registration Statement).
----------
* Filed herewith
</TABLE>
7
