SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
MAXX INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Utah 87-0284871
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
c/o Solomon Broadcasting International, Inc.
130 S. El Camino Drive, Beverly Hills, CA 90212
(Address of principal executive offices) (Zip Code)
NOT APPLICABLE
(Full title of the plan)
Adley Samson, 99 Woodbury Road, Hicksville, N.Y. 11801
(Name and address of agent for service)
(516) 827-5500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of each class of Amount of shares offering price per aggregate Amount of
securities to be registered to be registered (1) share (2) offering price registration fee (3)
--------------------------- -------------------- --------- -------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01
par value per share 2,050,000 $1.00 $2,050,000 $541.20
-------------------------------------------------------------------------------------------------------------------------
Total 2,050,000 $1.00 $2,050,000 $541.20
========= ===== ========== =======
</TABLE>
(1) Includes 1,950,000 shares of Common Stock reserved for issuance upon
exercise of options granted to Consultants and Advisors, pursuant to the
terms of their respective agreements.
(2) Maximum offering price of $1.00 per share reflects the average of the bid
and asked price of the Company's Common Stock as of August 24, 2000.
(3) Calculated pursuant to Rule 457(c) based on the average of the bid and
asked price of the Company's Common Stock as of August 24, 2000.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, previously filed by Maxx International, Inc.
("Maxx" or the "Registrant") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement:
(1) The Registrant's latest annual report on Form 10-KSB for the year
ended December 31, 1999;
(2) The Registrant's Quarterly Reports on Form 10-QSB for the three month
period ended March 31, 2000;
(3) The Registrant's Quarterly Report on Form 10-QSB for the three month
period ended June 30, 2000;
(4) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 for the period since December 31,
1999;
(5) The description of the Registrant's Common Stock under the heading
"ITEM 11. DESCRIPTION OF SECURITIES" contained in the registration
statement of the Registrant on Form 10-SB (File No. 000-26971), and
all amendments or reports filed for the purpose of updating such
description.
All other reports and other documents filed by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after
the date of this Registration Statement and prior to the termination of this
offering shall be incorporated by reference into this Registration Statement and
shall be deemed to be a part of this Registration Statement from the date of
filing of such reports and documents. Any statement contained herein or in a
document incorporated by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained in this Registration Statement 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.
Not applicable to this Registration Statement.
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Item 5. Interest of Named Experts and Counsel.
An opinion on the legality of the shares which are the subject of this
Registration Statement is given by Beckman, Millman & Sanders, LLP, 116 John
Street, New York, New York, 10038. As of August 25, 2000, attorneys, and family
members of attorneys, in the law firm of Beckman, Millman & Sanders, LLP, owned
an aggregate of 222,000 shares of the Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
The Registrant's by-laws provide that the Registrant shall indemnify to the
full extent of its power to do so under Utah law, all directors and officers of
the Registrant for any liability including costs of defense reasonably incurred
in connection with any action, suit, or proceeding to which such person may be a
party by reason of such person's position with the Registrant, if the officer or
director acted in good faith and in a manner the officer or director reasonably
believed to be in, or not opposed to, the best interests of the corporation.
Consequently, the Registrant intends to indemnify its officers and directors to
the full extent permitted by the statute noted above.
Section 16-10a-902 of the Utah Code Annotated provides in relevant part as
follows: (1) Except as provided in Subsection (4), a corporation may indemnify
an individual made a party to a proceeding because he is or was a director,
against liability incurred in the proceeding if: (a) his conduct was in good
faith; and (b) he reasonably believed that his conduct was in, or not opposed
to, the corporation's best interests; and (c) in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful. (4)
A corporation may not indemnify a director under this section: (a) in connection
with a proceeding by or in the right of the corporation in which the director
was adjudged liable to the corporation; or (b) in connection with any other
proceeding charging that the director derived an improper personal benefit,
whether or not involving action in his official capacity, in which proceeding he
was adjudged liable on the basis that he derived an improper personal benefit.
(5) Indemnification permitted under this section in connection with a proceeding
by or in the right of the corporation is limited to reasonable expenses incurred
in connection with the proceeding.
Section 16-10a-903 of the Utah Code Annotated provides in relevant part as
follows: Unless limited by its articles of incorporation, a corporation shall
indemnify a director who was successful, on the merits or otherwise, in the
defense of any proceeding, or in the defense of any claim, issue, or matter in
the proceeding, to which he was a party because he is or was a director of the
corporation, against reasonable expenses incurred by him in connection with the
proceeding or claim with respect to which he has been successful. Section
16-10a-907 of the Utah Code Annotated provides in relevant part as follows:
Unless a corporation's articles of incorporation provide otherwise: (1) an
officer of the corporation is entitled to mandatory indemnification under
Section 16-10a-903, and is entitled to apply for court-ordered indemnification
under Section 16-10a-905, in each case to the same extent as a director; (2) the
corporation may indemnify and advance expenses to an officer, employee,
fiduciary, or agent of the corporation to the same extent as to a director; and
(3) a corporation may also indemnify and advance expenses to an officer,
employee, fiduciary, or agent who is not a director to a greater extent, if not
inconsistent with public policy, and if provided
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<PAGE>
for by its articles of incorporation, bylaws, general or specific action of its
board of directors, or contract.
Currently, there is no pending litigation or proceeding involving a
director, executive officer, employee, or other agent of the Registrant where
indemnification is sought. The Registrant is not aware of any threatened
litigation that may result in indemnification claims by any director, executive
officer, employee, or other agent.
Any future transactions between the Registrant and its executive officers,
directors and affiliates will be on terms no less favorable to the Registrant
than can be obtained from unaffiliated third parties, and any material
transactions with such persons will be approved by a majority of the
Registrant's disinterested directors.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), may be permitted to directors, officers or
persons controlling the Registrant pursuant to the foregoing provisions, the
Registrant has been informed 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.
Item 7. Exemption from Registration Claimed.
Not applicable to this Registration Statement.
Item 8. Exhibits.
See Index to Exhibits.
Item 9. Undertakings.
A. 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 (i) to include
any prospectus required by Section 10(a)(3) of the Act, (ii) 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 thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement, and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to
such information in this Registration Statement; provided, however,
that clauses (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective
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<PAGE>
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
into this Registration Statement; and
(2) that for the purpose of determining any liability under the Act 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.
B. The Registrant hereby undertakes that, for purposes of determining any
liability under the Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference into this 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 Act may be
permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 of this
Registration Statement or otherwise, the Registrant has been advised that, in
the opinion of the SEC, 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 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 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 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 New York, New York, on this 25th day of August, 2000.
MAXX INTERNATIONAL, INC.
By: /s/ Adley Samson
------------------------------
Adley Samson, C.F.O.
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
Each person whose signature appears below constitutes and appoints Adley
Samson, 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 and all amendments (including 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 said 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 in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. This power of
attorney may be signed in several counterparts. 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 indicated on the dates
indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Michael Solomon Director; Chairman of the Board August 25, 2000
------------------------
Michael Solomon
/s/ Tammy Gehring Director August 25, 2000
------------------------
Tammy Gehring
/s/ Joseph Congiusti Director August 25, 2000
------------------------
Joseph Congiusti
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<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
5.0 Opinion Re: Legality, of Beckman, Millman & Sanders LLP
dated August 25, 2000
10.0 Advisory and Finders Agreement by and between Howard Fein,
Sam Azus and Maxx International, Inc., dated July 1, 2000
10.1 Consulting Agreement by and between Walter Doyle and
Maxx International, Inc., dated July 6, 2000
10.2 Consulting Agreement by and between James Dean and
Maxx International, Inc., dated August 8, 2000
10.3 Letter Agreement with Maxx International, Inc.
from Steven A. Sanders and Laurence D. Paredes,
dated August 25, 2000
23.0 Consent of Sellers & Associates LLP
24.0 Power of Attorney (included on the Signature Page hereof)
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