<PAGE>
As filed with the Securities and Exchange Commission on December 3, 1999
Reg. No. __________
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SKYLYNX COMMUNICATIONS, INC.
------------------------------------------------------
(Exact name of issuer as specified in its charter)
COLORADO 84-1360029
- ---------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 South Cherry Street, Suite 305, Denver, Colorado 80246
---------------------------------------------------------------
(Address of principal executive offices, including Zip Code)
1998 EQUITY INCENTIVE PLAN
--------------------------------
(Full title of the plans)
Jeffery Mathias
President
600 South Cherry Street, Suite 305
Denver, Colorado 80246
----------------------------------------------
(Name and address of agent for service)
(303) 316-0400
--------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copy To:
Clifford L. Neuman, Esq.
Neuman & Drennen, LLC
Temple-Bowron House
1507 Pine Street
Boulder, Colorado 80302
(303) 449-2100
===========================================================================
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registra-
Registered Registered Per Share(1) Offering Price(1)tion Fee
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 6,250,000 $3.15625 $19,726,562 $5,207.81
par value,
issuable upon
exercise of
options available
for grant under
the 1998 Equity
Incentive
---------------------------------------------------------------------------
Total $19,726,562 $5,207.81
---------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the amount of the
registration fee, pursuant to Rule 457(h) under the Securities Act
of 1933, as amended (the "Act"). The offering price per share and
aggregate offering price are based on (a) the exercise price for
shares subject to options previously granted under the Registrant's
1998 Equity Incentive Plan, and (b) the price per share and
aggregate offering price based upon the average of the bid and ask
closing price of Registrant's Common Stock within the five business
days prior to November 30, 1999, as reported on OTC Electronic
Bulletin Board.
</TABLE>
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
<PAGE>
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Skylynx Communications, Inc., a
Colorado corporation (the "Company" or the "Registrant") with the Securities
and Exchange Commission ("Commission") are incorporated into this Registration
Statement:
(a) The Company's Current Report on Form 8-K dated December
31, 1998 as filed with the Commission on January 6, 1999;
(b) The Company's Current Report on Form 8-K dated February
2, 1999 as filed with the Commission on February 16,
1999;
(c) The Company's Current Report on Form 8-K/A dated March
24, 1999 as filed with the Commission on April 7, 1999;
(d) The Company's Current Report on Form 8-K dated March 24,
1999 as filed with the Commission on April 7, 1999;
(e) The Company's Annual Report on Form 10-KSB for the year
ended December 31, 1998 as filed with the Commission on
April 15, 1999;
(f) The Company's Current Report on Form 8-K/A dated February
2, 1999, as filed with the Commission on April 19, 1999;
(g) The Company's Current Report on Form 8-K dated April 28,
1999, as filed with the Commission on May 12, 1999;
(h) The Company's Current Report on Form 8-K dated April 29,
1999, as filed with the Commission on May 14, 1999;
(i) The Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1999, as filed with the
Commission on May 20, 1999;
(j) The Company's Current Report on Form 8-K dated May 7,
1999, as filed with the Commission on May 21, 1999;
(k) The Company's Current Report on Form 8-K/A dated March
24, 1999, as filed with the Commission on June 4, 1999;
(l) The Company's Current Report on Form 8-K/A dated February
2, 1999, as filed with the Commission on July 2, 1999;
(m) The Company's Current Report on Form 8-K/A dated April
29, 1999, as filed with the Commission on July 13, 1999;
(n) The Company's Current Report on Form 8-K/A dated April
28, 1999, as filed with the Commission on July 13, 1999;
(o) The Company's Current Report on Form 8-K/A dated April
28, 1999, as filed with the Commission on July 21, 1999;
(p) The Company's Current Report on Form 8-K dated July 16,
1999, as filed with the Commission on July 26, 1999;
(q) The Company's Current Report on Form 8-K dated July 27,
1999, as filed with the Commission on July 28, 1999;
(r) The Company's Current Report on Form 8-K/A dated July 27,
1999, as filed with the Commission on July 29, 1999;
(s) The Company's Definitive Proxy Statement for its Annual
Meeting of Shareholders, as filed with the Commission on
July 30, 1999;
(t) The Company's Current Report on Form 8-K dated July 29,
1999, as filed with the Commission on August 10, 1999;
(u) The Company's Quarterly Report on Form 10-QSB for the
quarter ended June 30, 1999, as filed with the Commission
on August 23, 1999;
(v) The Company's Current Report on Form 8-K/A dated July 29,
1999, as filed with the Commission on October 12, 1999;
(x) The Company's Current Report on Form 8-K/A dated July 29,
1999, as filed with the Commission on October 12, 1999;
(y) The Company's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 1999, as filed with the
Commission on November 19, 1999;
(z) The Company's Registration Statement on Form SB-2/A, SEC
File No. 333-83705, as filed with the Commission on
August 11, 1999;
(aa) A description of the Company's Common Stock, which is
contained in the Form 10-SB/A-4 Registration Statement
filed by the Company with the Commission on December 16,
1998, as amended through the date hereof; and
(bb) All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d)
of 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 herein and to be a part of this
registration statement from the date of the filing of
such reports and documents.
DESCRIPTION OF SECURITIES
Not applicable.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of the Common stock offered pursuant to
the 1998 Equity Incentive Plan will be passed upon for the Company by Neuman &
Drennen, LLC, Temple-Bowron House, 1507 Pine Street, Boulder, Colorado 80302.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The only statute, charter provision, bylaw, contract, or other
arrangements under which any controlling person, director or officers of the
Registrant is insured or indemnified in any manner against any liability which
he may incur in his capacity as such, are as follows:
(a) Sections 7-109-101 through 7-109-110 of the Colorado Corporation
Code provide as follows:
7-109-101. Definitions. As used in this article:
(1) "Corporation" includes any domestic or foreign entity that is a
predecessor of a corporation by reason of a merger or other
transaction in which the predecessor's existence ceased upon
consummation of the transaction.
(2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation,
is or was serving at the corporation's request as a director,
officer, partner, trustee, employee, fiduciary, or agent of another
domestic or foreign corporation or other person or of an employee
benefit plan. A director is considered to be serving an employee
benefit plan at the corporation's request if his or her duties to
the corporation also impose duties on, or otherwise involve services
by, the director to the plan or to participants in or beneficiaries
of the plan. "Director" includes, unless the context requires
otherwise, the estate or personal representative of a director.
(3) "Expenses" includes counsel fees.
(4) "Liability" means the obligation incurred with respect to a
proceeding to pay a judgment, settlement, penalty, fine, including
an excise tax assessed with respect to an employee benefit plan, or
reasonable expenses.
(5) "Official capacity" means, when used with respect to a
director, the office of director in a corporation and, when used
with respect to a person other than a director as contemplated in
section 7-109-107, the office in a corporation held by the officer
or the employment, fiduciary, or agency relationship undertaken by
the employee, fiduciary, or agent on behalf of the corporation.
"Official capacity" does not include service for any other domestic
or foreign corporation or other person or employee benefit plan.
(6) "Party" includes a person who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.
(7) "Proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal.
7-109-102. Authority to indemnify directors.
(1) Except as provided in subsection (4) of this section, a
corporation may indemnify a person made a party to a proceeding
because the person is or was a director against liability incurred
in the proceeding if:
(a) The person conducted himself or herself in good
faith; and
(b) The person reasonable believed:
(I) In the case of conduct in an official capacity
with the corporation, that his or her conduct was in the
corporation's best interests; and
(II) In all other cases, that his or her conduct
was at least not opposed to the corporation's best
interests; and
(c) In the case of any criminal proceeding, the person had no
reasonable cause to believe his or her conduct was unlawful.
(2) A director's conduct with respect to an employee benefit plan
for a purpose the director reasonably believed to be in the
interests of the participants in or beneficiaries of the plan is
conduct that satisfies the requirement of subparagraph (II) of
paragraph (b) of subsection (1) of this section. A director's
conduct with respect to an employee benefit plan for a purpose that
the director did not reasonably believe to be in the interests of
the participants in or beneficiaries of the plan shall be deemed not
to satisfy the requirements of paragraph (a) of subsection (1) of
this section.
(3) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is
not, of itself, determinative that the director did not meet the
standard of conduct described in this section.
(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 an official capacity, in which proceeding the
director was adjudged liable on the basis that he or she 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.
7-109-103. Mandatory indemnification of directors. Unless limited
by its articles of incorporation, a corporation shall indemnify a
person who was wholly successful, on the merits or otherwise, in the
defense of any proceeding to which the person was a party because
the person is or was a director, against reasonable expenses
incurred by him or her in connection with the proceeding.
7-109-104. Advance of expenses to directors.
(1) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding if:
(a) The director furnishes to the corporation a written
affirmation of the director's good faith belief that he or she has
met the standard of conduct described in section 7-109-102;
(b) The director furnishes to the corporation a written
undertaking, executed personally or on the director's behalf, to
repay the advance if it is ultimately determined that he or she did
not meet the standard of conduct; and
(c) A determination is made that the facts then known to
those making the determination would not preclude indemnification
under this article.
(2) The undertaking required by paragraph (b) of subsection (1) of
this section shall be an unlimited general obligation of the
director but need not be secured and may be accepted without
reference to financial ability to make repayment.
(3) Determinations and authorizations of payments under this
section shall be made in the manner specified in section 7-109-106.
7-109-105. Court-ordered indemnification of directors.
(1) Unless otherwise provided in the articles of incorporation, a
director who is or was a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another
court of competent jurisdiction. On receipt of an application, the
court, after giving any notice the court considers necessary, may
order indemnification in the following manner:
(a) If it determines that the director is entitled to
mandatory indemnification under section 7-109-103, the court shall
order indemnification, in which case the court shall also order the
corporation to pay the director's reasonable expenses incurred to
obtain court-ordered indemnification.
(b) If it determines that the director is fairly and
reasonable entitled to indemnification in view of all the relevant
circumstances, whether or not the director met the standard of
conduct set forth in section 7-109-102 (1) or was adjudged liable in
the circumstances described in section 7-109-102 (4), the court may
order such indemnification as the court deems proper; except that
the indemnification with respect to any proceeding in which
liability shall have been adjudged in the circumstances described in
section 7-109-102 (4) is limited to reasonable expenses incurred in
connection with the proceeding and reasonable expenses incurred to
obtain court-ordered indemnification.
7-109-106. Determination and authorization of indemnification of
directors.
(1) A corporation may not indemnify a director under section 7-109-
102 unless authorized in the specific case after a determination has
been made that indemnification of the director is permissible in the
circumstances because the director has met the standard of conduct
set forth in section 7-109-102. A corporation shall not advance
expenses to a director under section 7-109-104 unless authorized in
the specific case after the written affirmation and undertaking
required by section 7-109-104 (1) (a) and (1) (b) are received and
the determination required by section 7-109-104 (1) (c) has been
made.
(2) The determinations required by subsection (1) of this section
shall be made:
(a) By the board of directors by a majority vote of those
present at a meeting at which a quorum is present, and only those
directors not parties to the proceeding shall be counted in
satisfying the quorum; or
(b) If a quorum cannot be obtained, by a majority vote of a
committee of the board of directors designated by the board of
directors, which committee shall consist of two or more directors
not parties to the proceeding; except that directors who are parties
to the proceeding may participate in the designation of directors
for the committee.
(3) If a quorum cannot be obtained as contemplated in paragraph (a)
of subsection (2) of this section, and a committee cannot be
established under paragraph (b) of subsection (2) of this section,
or, even if a quorum is obtained or a committee is designated, if a
majority of the directors constituting such quorum or such committee
so directs, the determination required to be made by subsection (1)
of this section shall be made:
(a) By independent legal counsel selected by a vote of the
board of directors or the committee in the manner specified in
paragraph (a) or (b) of subsection (2) of this section or, if a
quorum of the full board cannot be obtained and a committee cannot
be established, by independent legal counsel selected by a majority
vote of the full board of directors; or
(b) By the shareholders.
(4) Authorization of indemnification and advance of expenses shall
be made in the same manner as the determination that indemnification
or advance of expenses is permissible; except that, if the
determination that indemnification or advance of expenses is
permissible is made by independent legal counsel, authorization of
indemnification and advance of expenses shall be made by the body
that selected such counsel.
7-109-107. Indemnification of officers, employees, fiduciaries, and
agents.
(1) Unless otherwise provided in the articles of incorporation:
(a) An officer is entitled to mandatory indemnification under
section 7-109-103, and is entitled to apply for court-ordered
indemnification under section 7-109-105, in each case to the same
extent as a director;
(b) A 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
(c) 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 for by its bylaws, general or specific action of its board
of directors or shareholders, or contract.
7-109-108. Insurance. A corporation may purchase and maintain
insurance on behalf of a person who is or was a director, officer,
employee, fiduciary, or agent of the corporation, or who, while a
director, officer, employee, fiduciary, or agent of the corporation,
is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, fiduciary, or agent of another
domestic or foreign corporation or other person or of an employee
benefit plan, against liability asserted against or incurred by the
person in that capacity or arising from his or her status as a
director, officer, employee, fiduciary, or agent, whether or not the
corporation would have power to indemnify the person against the
same liability under section 7-109-102, 7-109-103, or 7-109-107.
Any such insurance may be procured from any insurance company
designated by the board of directors, whether such insurance company
is formed under the laws of this state or any other jurisdiction of
the United States or elsewhere, including any insurance company in
which the corporation has an equity or any other interest through
stock ownership or otherwise.
7-109-109. Limitation of indemnification of directors.
(1) A provision treating a corporation's indemnification of, or
advance of expenses to, directors that is contained in its articles
of incorporation or bylaws, in a resolution of its shareholders or
board of directors, or in a contract, except an insurance policy, or
otherwise, is valid only to the extent the provision is not
inconsistent with sections 7-109-101 to 7-109-108. If the article
of incorporation limit indemnification or advance of expenses,
indemnification and advance of expenses are valid only to the extent
not inconsistent with the articles of incorporation.
(2) Sections 7-109-101 to 7-109-108 do not limit a corporation's
power to pay or reimburse expenses incurred by a director in
connection with an appearance as a witness in a proceeding at a time
when he or she has not been made a named defendant or respondent in
the proceeding.
7-109-110. Notice to shareholder of indemnification of director.
If a corporation indemnifies or advances expenses to a director
under this article in connection with a proceeding by or in the
right of the corporation, the corporation shall give written notice
of the indemnification or advance to the shareholders with or before
the notice of the next shareholders' meeting. If the next
shareholder action is taken without a meeting at the instigation of
the board of directors, such notice shall be given to the
shareholders at or before the time the first shareholder signs a
writing consenting to such action.
* * *
EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
EXHIBITS
Exhibit
Number Description
--------- -----------
*3.1 Articles of Incorporation
*3.2 Articles of Amendment to Articles of Incorporation dated
August 1997
*3.3 Articles of Amendment to Articles of Incorporation dated
February 1998
*3.4 Articles of Amendment to Articles of Incorporation dated
March 1998
*3.5 Bylaws
*4.2 Specimen Common Stock Certificate
5.1 Opinion of Neuman & Drennen, LLC relating to the issuance
of shares of Common Stock pursuant to the 1998 Equity
Incentive Plan.
23.1 Consent of Neuman & Drennen, LLC
23.2 Consent of Cordovano and Harvey, P.C., Certified Public
Accountants.
23.3 Consent of Arthur Andersen, LLP, Independent Certified
Public Accountants
24.1 Power of Attorney. Reference is made to Signature page.
*99.1 1998 Equity Incentive Plan.
- ------------------------------------------------------------
* Filed as an exhibit to the Form 10-SB/A-4 Registration Statement, as
amended through the date hereof, filed with the Commission on December 16,
1998, which is incorporated herein by this reference.
<PAGE>
<PAGE>
UNDERTAKINGS
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offerings 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;
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.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
(Section 230.424(b) of this chapter) if, in the aggregate, the
changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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;
Provided, however, that paragraphs (a)(i) and (a) (ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the issuer pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporate by reference in the
registration statement.
(b) That, for the purposes 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; and
(c) 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.
2. The undersigned 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 Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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.
3. 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 Securityholders 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 of Regulation S-X are 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.
4. Insofar as indemnification for liabilities arising under the 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 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.
<PAGE>
<PAGE>
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 the City of Denver, State of Colorado, on
December 3, 1999.
SKYLYNX COMMUNICATIONS, INC.
By: /s/ Jeffery A. Mathias
----------------------------------
Jeffery A. Mathias
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jeffery A. Mathias and Gary L. Brown,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and re-substitution, 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
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them, or their or his substitutes or substitute,
may lawfully do or cause to be done by virtue hereof.
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.
Signature Position Date
/s/ Jeffery A. Mathias President, Chief Executive 12/3/99
- ---------------------------- Officer and Director -------
Jeffery A. Mathias
/s/ James E. Maurer Director, Chief Financial 12/3/99
- ----------------------------- Officer --------
James E. Maurer (Principal Financial and
Accounting Officer)
/s/ Frank P. Ragano Director 12/3/99
- ----------------------------- -------
Frank P. Ragano
/s/ J. Samuel Ridley Director 12/3/99
- ----------------------------- --------
J. Samuel Ridley
/s/ Robert Smith Director 12/3/99
- ------------------------------ -------
Robert Smith
<PAGE>
NEUMAN & DRENNEN, LLC
Temple-Bowron House
1507 Pine Street
Boulder, Colorado 80302
Telephone: (303) 449-2100
Facsimile: (303) 449-1045
December 1, 1999
SkyLynx Communications, Inc.
600 South Cherry Street, Suite 305
Denver, Colorado 80246
Re: S.E.C. Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to SkyLynx Communications, Inc. (the "Company")
in connection with a Registration Statement to be filed with the United Stated
Securities and Exchange Commission, Washington, D.C., pursuant to the
Securities Act of 1933, as amended, covering the registration of an aggregate
of 6,250,000 shares of the Company's $.001 par value common stock (the "Common
Stock") for resale by certain Selling Securityholders. In connection with
such representation of the Company, we have examined such corporate records,
and have made such inquiry of government officials and Company officials and
have made such examination of the law as we deemed appropriate in connection
with delivering this opinion.
Based upon the foregoing, we are of the opinion as follows:
1. The Company has been duly incorporated and organized under the laws
of the State of Colorado and is validly existing as a corporation in good
standing under the laws of that state.
2. The Company's authorized capital consists of 150,000,000 shares of
Common Stock having a par value of $.001 each and 50,000,000 shares of
Preferred Stock having a par value of $.01 each.
3. The 6,250,000 shares of Common Stock being registered for resale and
offered by the Selling Securityholders are lawfully and validly issued, fully
paid and non-assessable shares of the Company's Common Stock.
Sincerely,
Clifford L. Neuman
CLN:nn
<PAGE>
NEUMAN & DRENNEN, LLC
Temple-Bowron House
1507 Pine Street
Boulder, Colorado 80302
Telephone: (303) 449-2100
Facsimile: (303) 449-1045
December 1, 1999
SkyLynx Communications, Inc.
600 South Cherry Street, Suite 305
Denver, Colorado 80246
Re: S.E.C. Registration Statement on Form S-8
-----------------------------------------
Ladies and Gentlemen:
We hereby consent to the inclusion of our opinion regarding the legality
of the securities being registered by the Registration Statement to be filed
with the United Stated Securities and Exchange Commission, Washington, D.C.,
pursuant to the Securities Act of 1933, as amended, by SkyLynx Communications,
Inc., a Colorado corporation, (the "Company") in connection with the offering
by certain Selling Securityholders described therein of up to 6,250,000 shares
of its Common Stock, $.001 par value, as proposed and more fully described in
such Registration Statement.
We further consent to the reference in such Registration Statement to our
having given such opinions.
Sincerely,
Clifford L. Neuman
CLN:nn
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8 of our
report dated March 4, 1998, included in SkyLynx Communication, Inc.'s Form 10-
KSB for the year ended December 30, 1998, and to all references to our firm
included in this registration statement.
Cordovano and Harvey, P.C.
Denver, Colorado
December 2, 1999
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8 of our
report dated April 13, 1999, included in SkyLynx Communications, Inc.'s (the
Company) Form 10-KSB for the year ended December 31, 1998 and the Company's
SB-2/A filed August 11, 1999; our report dated June 11, 1999, filed on the
Company's Form 8-K/A on July 13, 1999; our report dated June 18, 1999, filed
on the Company's Form 8-K/A on July 13, 1999; our report dated July 19, 1999,
filed on the Company's Form 8-K/A on July 28, 1999; our report dated September
29, 1999, filed on the Company's Form 8-K/A on October 12, 1999; and to all
references to our firm included in this registration statement.
ARTHUR ANDERSEN LLP
Tampa, Florida
December 1, 1999
