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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
ORION TECHNOLOGIES, INC.
(Exact Name of Registrant as Identified in Its Charter)
Nevada 88-0369588
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1133 21 Street Suite 800
Washington DC 20036
(Address of Principal Executive Offices)
Consulting Agreement with Matthew Marcus
(Full Title of Plan)
A. Frans Heideman
Orion Technologies, Inc.
1133 21st Street Suite 800
Washington DC 20036
(202) 822-0114
(Name, address and telephone number of agent for service.)
with copies to:
Claudia J. Zaman
Attorney At Law
21800 Oxnard Street
Woodland Hills, California 91367
(818) 598-6774
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Maximum Aggregate Amount
Title of Securities Amount of Shares Offering Offering Regis.
to be Registered to be Registered Price per Share Price Fee
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<S> <C> <C> <C> <C>
$.001 par value
Common Stock 100,000 $1.625 $162500 $100.00
</TABLE>
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act and is calculated on the basis of the average of the high and
low selling prices per share of the Registrant's common stock on December 21,
2000 as reported by the OTC Electronic Bulletin Board.
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PROSPECTUS
ORION TECHNOLOGIES, INC.
1133 21st Street Suite 800
Washington DC 20036
(202) 822-0114
(100,000 Shares of Common Stock)
This Prospectus relates to the offer and sale by Orion Technologies,
Inc., a Nevada corporation (the "Company") of shares of its $.001 par value
per share common stock (the "Common Stock") to a certain consultant and
advisor (the "Consultant") pursuant to a consulting agreement entered into
between the Company and the Consultant as payment of services rendered. The
Company is registering hereunder and then issuing, upon adequate consideration
therefor, to the Consultant 100,000 shares of Common Stock in consideration
for services to be performed under the consulting agreement.
The Common Stock is not subject to any restriction on
transferability. Recipients of shares other than persons who are "affiliates"
of the Company within the meaning of the Securities Act of 1933 (the "Act")
may sell all or part of the shares in any way permitted by law, including
sales in the over-the-counter market at prices prevailing at the time of such
sale. Of the shares registered hereunder, there are no shares being registered
for affiliates of the Company. An affiliate is any director, executive officer
or controlling shareholder of the Company or any of its subsidiaries. An
"affiliate" of the Company is subject to Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). If an Employee who is
not now an "affiliate" becomes an "affiliate" of the Company in the future, he
would then be subject to Section 16(b) of the Exchange Act. (See "General
Information - Restrictions on Resales").
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is December 22, 2000
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This Prospectus is part of a Registration Statement which was filed
and became effective under the Securities Act of 1933, as amended (the
"Securities Act"), and does not contain all of the information set forth in
the Registration Statement, certain portions of which have been omitted
pursuant to the rules and regulations promulgated by the U.S. Securities and
Exchange Commission (the "Commission") under the Securities Act. The
statements in this Prospectus as to the contents of any contracts or other
documents filed as an exhibit to either the Registration Statement or other
filings by the Company with the Commission are qualified in their entirety by
the reference thereto.
A copy of any document or part thereof incorporated by reference in
this Prospectus but not delivered herewith will be furnished without charge
upon written or oral request. Requests should be addressed to: Orion
Technologies Inc., 1133 21st Street, Suite 800, Washington DC 20036, (202)
822-0114.
The Company is subject to the reporting requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Commission. These
reports, as well as the proxy statements, information statements and other
information filed by the Company under the Exchange Act may be inspected and
copied at the public reference facility maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Copies may be obtained at the
prescribed rates. The Company's stock has been traded on the over-the-counter
market since January, 1998 and is currently reported by the National Quotation
Bureau Electronic Bulletin Board.
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus and, if given or
made, such other information or representation must not be relied upon as
having been authorized by the Company. This prospectus does not constitute an
offer or a solicitation by anyone to any person in any state, territory or
possession of the United States in which such offer or solicitation is not
authorized by the laws thereof, or to any person to whom it is unlawful to
make such offer or solicitation.
Neither the delivery of this Prospectus or any sale made hereunder
shall, under any circumstances, create an implication that there has not been
a change in the affairs of the Company since the date hereof.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
Information Required in the Section 10(a) Prospectus 5
Item 1. Plan Information 5
General Information 5
The Company 5
Purposes 5
Common Stock 5
The Consultant 5
No Restrictions on Transfer 5
Tax Treatment to the Consultant 5
Tax Treatment to the Company 6
Restrictions on Resale 6
Documents Incorporated by Reference and Additional Information 6
Item 2. Registrant Information and Employee Plan Annual Information 6
Legal Opinion and Experts 6
Indemnification of Officers and Directors 7
Information Required in the Registration Statement 7
Item 3. Incorporation of Documents by Reference 7
Item 4. Description of Securities 7
Item 5. Interests of Named Experts and Counsel 7
Item 6. Indemnification of Directors and Officers 7
Item 7. Exemption from Registration Claimed 8
Item 8. Exhibits 8
Item 9. Undertakings 8
Signatures 10
Exhibit Index 11
</TABLE>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
GENERAL INFORMATION
The Company
The Company has its principal executive offices at 1133 21st Street,
Suite 800, Washington, DC 20036, where its telephone number is (202) 822-0114.
Purposes
The Common Stock will be issued by the Company to a Consultant
pursuant to a consulting agreement entered into between the Consultant and the
Company, which agreement has been approved by the Board of Directors of the
Company (the "Board of Directors"). The consulting agreement is intended to
provide a method whereby the Company utilize the services of the consultant to
identify and implement strategic alliances, optimize its web site to increase
web traffic and maximize the potential to generate new customers, design and
implement a targeted marketing program and identify and establish corporate
partnerships. The Company believes that these activities will advance the
interests of the Company and all of its shareholders. A copy of the agreement
has been filed as an exhibit to this Registration Statement.
Common Stock
The Board of Directors has authorized the issuance of up to 100,000
shares of Common Stock to the Consultant and upon effectiveness of this
Registration Statement. An additional 125,000 shares will be issued to the
Consultant as part of his compensation but those shares are not being
registered and will be "restricted" stock under the Securities Act.
The Consultant
The Consultant has agreed to provide his expertise and advice to the
Company for the purposes set forth in his agreement with the Company.
No Restrictions on Transfer
The Consultant will become the record and beneficial owner of the
shares of Common Stock upon issuance and delivery and is entitled to all of
the rights of ownership, including the right to vote any shares awarded and to
receive ordinary cash dividends on the Common Stock.
Tax Treatment to the Consultant
The Common Stock is not qualified under Section 401(a) of the
Internal Revenue Code. The Consultant, therefore, will be required for federal
income tax purposes to recognize ordinary income during the taxable year in
which the first of the following events occur: (a) the shares become freely
transferable, or (b) the shares cease to be subject to a substantial risk of
forfeiture. Accordingly, absent a specific contractual provision to the
contrary, the Consultant will receive compensation taxable at ordinary rates
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equal to the fair market value of the shares on the date of receipt since
there will be no substantial risk of forfeiture or other restrictions on
transfer. The Consultant is urged to consult his own tax advisor on this
matter. Further, if any recipient is an "affiliate", Section 16(b) of the
Exchange Act is applicable and will affect the issue of taxation.
Tax Treatment to the Company
The amount of income recognized by any recipient hereunder in
accordance with the foregoing discussion will be an expense deductible by the
Company for federal income tax purposes in the taxable year of the Company
during which the recipient recognizes income.
Restrictions on Resale
In the event that an affiliate of the Company acquires shares of
Common Stock hereunder, the affiliate will be subject to Section 16(b) of the
Exchange Act. further, in the event that any affiliate acquiring shares
hereunder sold or sells any shares of Common Stock in the six months preceding
or following the receipt of shares hereunder, any so called "profit," as
computed under Section 16(b) of the Exchange Act, would be required to be
disgorged from the recipient to the Company. Services rendered have been
recognized as valid consideration for the "purchase" of shares in connection
with the "profit" computation under Section 16(b) of the Exchange Act. The
Company has agreed that for the purpose of any "profit" computation under
16(b) the price paid for the Company's common stock issued hereunder to
affiliates is equal to the value of services rendered. Shares of the Company's
Common Stock acquired hereunder by persons other than affiliates are not
subject to Section 16(b) of the Exchange Act.
DOCUMENTS INCORPORATED BY REFERENCE
AND
ADDITIONAL INFORMATION
The Company hereby incorporates by reference (1) its Form 8-K/A filed
on June 1, 2000, filed pursuant to the Exchange Act; (2) any and all Quarterly
Reports and Current Reports on Forms 10-QSB or 8-K filed under the Securities
or Exchange Acts subsequent to the Company's filing a Registration Statement
on Form 8-K, as well as all other reports filed under Section 13 of the
Exchange Act, and (iii) its annual report, if any, to shareholders delivered
pursuant to Rule 14a-3 of the Exchange Act. In addition, all further documents
filed by the Company pursuant to Section 13, 14, or 15(d) of the Exchange Act
prior to termination of this Offering are deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date of the
filing. All documents which when together constitute this Prospectus, will be
sent or given to participants by the Registrant as specified by Rule 428(b)(1)
of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
A copy of any document or part thereof incorporated by reference in
this Registration Statement but not delivered with this Prospectus or any
document required to be delivered pursuant to Rule 428(b) under the Securities
Act will be furnished without charge upon written or oral request. Requests
should be addressed to: Orion Technologies, Inc., 1133 21st Street, Suite 800,
Washington DC 20036, (202) 822-0114.
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PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Registrant hereby states that (i) all documents set forth in (a)
through (c), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, 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 be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.
(a) Registrant's latest Annual Report, whether filed pursuant to
Section 13(a)or 15(d) of the Exchange Act;
(b) 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 the annual
report referred to in (a) above; and
(c) The latest prospectus filed pursuant to Rule 424(b) under the
Securities Act.
Item 4. Description of Securities
No description of the class of securities (i.e., the $.001 par value
common stock) is required under this item because the Common Stock is
registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
The validity of the shares of common stock covered by this
Registration Statement has been passed upon for the Company by Claudia J.
Zaman. Ms. Zaman has not, nor does she presently own any shares of the
Company's common stock or preferred stock.
Item 6. Indemnification of Directors and Officers
Article XI, Section 11.1 of the Company's Bylaws limit the liability
of any officer or Director and permit the Company to indemnify its directors
and officers as follows:
"The Corporation shall indemnify its officers, directors, employees
and agents to the fullest extent permitted by the General Corporation
Law of Nevada, as amended from time to time."
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or persons
controlling the Company, the Company has been informed that in the opinion of
the Commission, such indemnification is against public policy as expressed in
the
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Securities Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
(a) The following exhibits are filed as part of this registration
statement pursuant to Item 601 of Regulation S-B and are specifically
incorporated herein by this reference:
Exhibit No. Title
5.1 Opinion of Claudia J. Zaman as to the legality of the common
stock being offered
10.1 Consulting Agreement with Matthew Marcus
23.1 Consent of Claudia J. Zaman, included in her opinion filed as
Exhibit 5.1
23.2 Consent of Grant Thornton, LLP.
Item 9. Undertakings
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 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 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.
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;
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provided, however, paragraphs (i) and (ii) shall not apply
if the information required to be included in a
post-effective amendment by those paragraphs are
incorporated by reference from periodic reports filed by the
Registrant under the Exchange Act.
(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 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) 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 14e-3 under the
Securities Exchange Act of 1934; and where interim financial information
required to be presented by Article 3 of 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.
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) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit's plan 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 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 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 District of Columbia on December 22, 2000.
ORION TECHNOLOGIES, INC.
By:/s/A. Frans Heideman
----------------------------
A. Frans Heideman, President
By: /s/James D.M. McComas
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James D. D. McComas, CFO
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and on the dates stated:
December 22, 2000 /s/ A. Frans Heideman
---------------------
A. Frans Heideman, President, Director
December 22, 2000 /s/ James D. M. McComas
-----------------------
James D. D. McComas, CFO, Director
December 22, 2000 /s/ Klaus Maedje
----------------
Klaus Maedje, Director
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FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
The following exhibits are filed as part of this registration
statement pursuant to Item 601 of Regulation S-B and are specifically
incorporated herein by this reference:
<TABLE>
<CAPTION>
Exhibit
Number in
Registration Numbered
Statement Description Page
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<S> <C> <C>
5.1 Opinion of Claudia J. Zaman, as to the 12
legality of common stock being offered
10.1 Consulting Agreement with Matthew Marcus 13
23.1 Consent of Claudia J. Zaman (included in 12
her opinion filed as Exhibit 5.1)
23.2 Consent of Grant Thornton, LLP 18
</TABLE>
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