Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
AMERICAN ACCESS TECHNOLOGIES, INC.
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(Exact name of issuer as specified in its charter)
Florida 49-3410234
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State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
37 Skyline Drive, Suite 1101
Lake Mary, FL 32746
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(Address of principal executive offices)
CONSULTANT'S STOCK OPTION AGREEMENTS
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(Full title of the Plan)
John Presley, President
American Access Technologies, Inc.
37 Skyline Drive, Suite 1101
Lake Mary, Florida 32746 (407) 333-1446
(Name, address and telephone number of agent for service)
Approximate date of commencement of sales pursuant to the Plan: From time to
time after the effective date of this Registration Statement.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per aggregate offering price registration fee
share (a)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock 200,000 $15.00 $3,000,000 $834
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Estimated solely for the purpose of calculating the registration fee.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The following documents are incorporated by reference in the
registration statement:
(a) The registrant's latest annual report on Form 10-KSB, or, if the
financial statements therein are more current, the registrant's latest
prospectus, other than the prospectus of which this document is a part, filed
pursuant to Rule 424(b) or (c) of the Securities Exchange Commission under the
Securities Act of 1933.
(b) All other reports filed by the registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report or the prospectus referred to in (a)
above.
All documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to the registration statement which indicates that
all of the shares of common stock offered have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Reference is hereby made to the provisions of the Florida Business
Corporation Act which provides for indemnification of directors and officers
under certain circumstances.
The Registrant's Articles of Incorporation and Bylaws provide that the
Company shall, to the fullest extent permitted by the laws of the State of
Florida, indemnify any director, officer, employee and agent of the corporation
against expenses incurred by such person by reason of the fact that he serves or
has served the corporation in such capacity.
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Indemnification under the Company's Articles Bylaws is nonexclusive of
any other right such persons may have under statute, agreement, bylaw or action
of the Board of Directors or shareholders of the corporation.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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The exhibits to the registration statement are listed in the Exhibit
Index elsewhere herein.
Item 9. Undertakings.
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(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.
(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 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 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
<PAGE>
(c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 or Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons or the registrant pursuant to the provisions described in Item 6, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commis-sion 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
proceedings) 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 Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that is 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in Lake Mary, Florida on February 9, 2000.
AMERICAN ACCESS TECHNOLOGIES, INC.
By: /s/John E. Presley
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John Presley,
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ John E. Presley
- ---------------------
John Presley President and Director Feb. 22, 2000
(Principal Executive
Officer)
/s/ Bobby Story
- --------------------- Chief Financial Officer Feb. 22, 2000
Bobby E. Story (Acting as principal
accounting officer) and
Director
/s/ John W. Cooney
- --------------------- Director Feb. 22, 2000
John W. Cooney
/s/ Erik Wiisanen
- --------------------- Director Feb. 22, 2000
Erik Wiisanen
/s/ Oscar de la Guardia
- ----------------------- Director Feb. 22, 2000
Oscar de la Guardia
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EXHIBIT INDEX
No. Description
- --- -----------
4 Consulting Agreement dated January 26, 2000 between Registrant and Erik Gray
and Bill Wetmore
5 Opinion of Joel Bernstein, Esq., P.A.
24.2 Consent of Accountant
CONSULTING AGREEMENT
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This Agreement is made as of this 26th day of January, 2000, by and between
American Access Technologies, Inc., ("the Company") a corporation duly organized
and existing under the laws of Florida, with offices at 37 Skyline Drive, Suite
1101, Lake Mary, Florida, 32746 and ("the Consultants") Erik Gray, 90 Edgewater
Dr., Suite 111, Coral Gables, Florida 33133; and Bill Wetmore, 121 South Royal
Poinciana, Miami Springs, Florida 33166.
WHEREAS, the Company is engaged in the business of developing innovative
telecommunications technology, and Consultants design and develop Internet
technology and portals,
WHEREAS, the Company wishes assistance is assessing e-commerce business-to-
business opportunities,
WHEREAS, the Company wishes to retain the services of the Consultants on
the following terms and conditions:
1. The Company hereby retains the services of the Consultants for a period
of 12 months. In exchange for the Consulting Services (as that term is
defined herein), the Consultants shall receive warrants for 200,000
shares of American Access common stock, exercisable for cash only; up
to and including 180 days from issuance at $10 per share and thereafter
at $15 per share until expiration of the warrants at one year from date
of issuance. Upon acceptance of this agreement, American Access shall
immediately begin and thereafter file a Form S-8 registration statement
to register the 200,000 shares underlying the warrants.
2. The Consultants shall, employing their best efforts, assist the Company
in assessing business opportunities in e-commerce.
3. The Consultants shall be independent contractors and shall have no
right or authority to assume or create any obligations or
responsibility, express or implied,
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on behalf of or in the name of the Company, unless specifically
authorized in writing by the Company. No provision of this Agreement
shall be construed to preclude consultants from pursuing other
consulting or design and development projects.
4. The Consultants (including any person or entity acting for or on behalf
of the Consultants) shall not be liable for any mistakes of fact,
errors of judgment, for losses sustained by the Company or any
subsidiary or for any acts or omissions of any kind, unless caused by
the negligence or intentional misconduct of the Consultants or any
person or entity acting for or on behalf of the Consultants.
5. The Company and its present and future subsidiaries jointly and
severally, agree to indemnify and hold harmless the Consultants against
any loss, claim, damage or liability whatsoever (including reasonable
attorneys' fees and expenses), to which such Indemnified Party may
become subject as a result of performing any act (or omitting to
perform any act) contemplated to be performed by the Consultants
pursuant to this Agreement if such act or omission did not violate the
provisions of Section 4 of this Agreement. So long as the Company has
not provided counsel to the Indemnified Party in accordance with the
terms of this Agreement, the Company and its subsidiaries agree to
reimburse the defense of any action or investigation (including
reasonable attorney's fees and expenses), subject to an understanding
from such Indemnified Party to repay the Company or its subsidiaries if
it is ultimately determined that such Indemnified Party is not entitled
to such indemnity. In case any action, suit or proceeding shall be
brought or threatened, in writing, against any Indemnified Party, it
shall notify the Company within twenty (20) days after the Indemnified
Party receives notice of such action, suit or such threat. The Company
shall have the right to appoint the Company's counsel to defend such
action, suit or proceeding, provided that such Indemnified Party
consents to such representation by such counsel, which consent shall
not be unreasonably withheld. In the event any counsel appointed by the
Company shall not be acceptable to such Indemnified Party, then the
Company shall have the right to appoint alternative counsel for such
Indemnified Party reasonably acceptable to such Indemnified Party,
until such time as acceptable
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counsel can be appointed. In any event, the Company shall, at its sole
cost and expense, be entitled to appoint counsel to appear and
participate as co-counsel in the defense thereof. The Indemnified
Party, or its co-counsel, shall promptly supply the Company's counsel
with copies of all documents, pleadings and notices which are filed,
served or submitted in any of the aforementioned. No Indemnified Party
shall enter into any settlement without the prior written consent of
the Company, which consent shall not be unreasonable withheld.
6. This Agreement shall be binding upon the Company and the Consultants
and their successors and assigns.
7. If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever, (i) the
validity, legality and enforceability of the remaining provisions of
this Agreement (including, without limitation, each portion of any
Section of this Agreement containing any such provision held to be
invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby; and (ii) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each
portion of any Section of this Agreement containing any such provision
held to be invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision held, invalid
illegal or unenforceable.
8. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both parties hereto. No waiver of
any other provisions hereof (whether or not similar) shall be binding
unless executed in writing by both parties hereto nor shall such waiver
constitute a continuing waiver.
9. This Agreement may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original but all of
which shall constitute one and the same Agreement.
10. The Parties agree that should any dispute arise in the administration
of this Agreement, that the dispute shall be resolved through
arbitration under the rules of the American Arbitration Association,
with its location in Orange County, Florida.
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11. This agreement contains the entire agreement between the parties with
respect to the consulting services to be provided to the Company by the
Consultants and supersedes any and all prior understandings, agreement
or correspondence between the parties.
<PAGE>
IN WITNESS WHEREOF, the Company and the Consultants have caused this
Agreement to be signed by duly authorized representatives as of the day
and year first above written.
AMERICAN ACCESS TECHNOLOGIES, INC.
By: /s/ John Presley
Name: John Presley
Title: President
/s/ Erik Gray
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ERIK GRAY
/s/ Bill Wetmore
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BILL WETMORE
Exhibit 5
Law Offices
JOEL BERNSTEIN, ESQ., P.A.
11900 BISCAYNE BLVD., SUITE 604 TELEPHONE: 305. 892. 1122
MIAMI, FLORIDA 33181 FACSIMILE: 305. 892. 0822
February 22, 2000
American Access Technologies, Inc.
37 Skyline Drive
Lake Mary, FL 32746
Greetings:
I have acted as special counsel to American Access Technologies, Inc., a Florida
corporation (the "Corporation"), in connection with the offering of 200,000
shares if its Common Stock to consultants to the Corporation. The offering of
the shares is to be made pursuant to a Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission (the "Registration
Statement").
Please be advised that I am of the opinion that the Corporation's Common Stock
has been duly authorized by the Corporation and, when issued in accordance with
the terms and conditions set forth in the Registration Statement, will be
validly issued by the Corporation and fully paid and non-assessable.
I consent to the use of our name in the Registration Statement in the section of
the Prospectus entitled "Legal Matters" and the filing of this letter as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Joel Bernstein, Esq., P.A.
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Joel Bernstein, Esq., P.A.
Exhibit 24.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated January 29, 1999 except for the second
paragraph of Note 15, as to which the date is March 17, 1999 (which contains an
emphasis paragraph that describes certain significant uncertainties) relating to
the financial statement of American Access Technologies, Inc. and to all
references to our firm appearing in such Registration Statement.
/s/ Rachlin Cohen & Holtz, LLP
Fort Lauderdale, Florida
February 22, 2000
