<PAGE>
As filed with the Securities and Exchange Commission on March 15, 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.)
103 Sarasota Quay, Sarasota, Florida 34236
-------------------------------------------------
(Address of principal executive offices, including Zip Code)
1998 EQUITY INCENTIVE PLAN
---------------------------
(Full title of the plans)
Jeffery Mathias
President
103 Sarasota Quay
Sarasota, Florida 34236
---------------------------
(Name and address of agent for service)
(941) 366-4747
--------------------------------
(Telephone number, including area code, of agent for service)
Copy To:
Clifford L. Neuman, Esq.
Neuman, Drennen & Stone, LLC
Temple-Bowron House
1507 Pine Street
Boulder, Colorado 80302
(303) 449-2100
============================================================================
<PAGE>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registra-
be Registered Registered Per Share(1) Offering Price (1) tion Fee
- ---------------------------------------------------------------------------
Common Stock, 1,210,226 $2.30 $2,783,519 $ 959.84
$.001 par
value, issuable
upon exercise
of outstanding
options granted
under the 1998
Equity Incentive
- ---------------------------------------------------------------------------
Common Stock, 539,774 $5.65625 $3,053,097 $1,052.79
$.001 par value,
issuable upon
exercise of
options available
for grant under
the 1998 Equity
Incentive
- ----------------------------------------------------------------------------
Total $5,836,616 $2,012.63
- ----------------------------------------------------------------------------
(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
March 10, 1999, as reported on OTC Electronic Bulletin Board.
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
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 contents of the Company's Registration Statement on Form 10-
SB/A-4 filed with the Commission on December 16, 1998, that
contains audited financial statements for the Company's latest
fiscal year for which such statements have been filed;
(b) The Company's latest Quarterly Report on Form 10-QSB for the
quarter ended September 30, 1998, as filed with the Commission on
November 20, 1998;
(c) The Company's Current Report on Form 8-K, as filed with the
Commission on January 6, 1999;
(d) The Company's Current Report on Form 8-K, as filed with the
Commission on February 16, 1999;
(e) 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
(f) 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 & Stone, 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 & Stone, LLC relating to the
issuance of shares of Common Stock pursuant to the 1998
Equity Incentive Plan.
23.1 Consent of Neuman, Drennen & Stone, LLC
23.2 Consent of Cordovano and Harvey, P.C. , 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.
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 Registra-
tion 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 amend-
ment any of the securities being registered which remain unsold at the termina-
tion 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 ref-
erence 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 offer-
ing 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>
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 under-
signed, thereunto duly authorized, in the City of Sarasota, State of Florida,
on March 10, 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 and 3/10/99
- ------------------------------ Chief Executive Officer -------
Jeffery A. Mathias
/s/ Gary L. Brown Chairman of the Board 3/10/99
- ----------------------------- -------
Gary L. Brown
/s/ James E. Maurer Chief Financial Officer 3/10/99
- ----------------------------- (Principal Financial and -------
James E. Maurer Accounting Officer)
/s/ Frank P. Ragano Director 3/10/99
- ----------------------------- -------
Frank P. Ragano
<PAGE>
NEUMAN, DRENNEN & STONE, LLC
Temple-Bowron House
1507 Pine Street
Boulder, Colorado 80302
(303) 449-2100 (telephone) (303) 449-1045 (facsimile)
March 15, 1999
SkyLynx Communications, Inc.
103 Sarasota Quay
Sarasota, Florida 34236
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 1,750,000
shares of the Company's $.001 par value common stock (the "Common Stock") which
may be issued to the public pursuant to the Company's 1998 Equity Incentive
Plan.
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
$.001 par value Common Stock and 50,000,000 shares of $.01 par value Preferred
Stock.
3. The 1,750,000 shares of the Company's common stock proposed to be
issued pursuant to the 1998 Equity Incentive Plan shall upon the exercise of
such Options, as more fully described in the Registration Statement, be duly and
validly authorized, legally issued, fully paid and nonassessable.
Sincerely,
Nathan L. Stone
NLS:nn
<PAGE>
NEUMAN, DRENNEN & STONE, LLC
Temple-Bowron House
1507 Pine Street
Boulder, Colorado 80302
(303) 449-2100 (telephone) (303) 449-1045 (facsimile)
March 15, 1999
SkyLynx Communications, Inc.
103 Sarasota Quay
Sarasota, Florida 34236
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 1,750,000
shares of the Company's $.001 par value common stock (the "Common Stock") which
may be issued to the public pursuant to the Company's 1998 Equity Incentive
Plan.
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
$.001 par value Common Stock and 50,000,000 shares of $.01 par value Preferred
Stock.
3. The 1,750,000 shares of the Company's common stock proposed to be
issued pursuant to the 1998 Equity Incentive Plan shall upon the exercise of
such Options, as more fully described in the Registration Statement, be duly and
validly authorized, legally issued, fully paid and nonassessable.
Sincerely,
Nathan L. Stone
NLS:nn
<PAGE>
CORDOVANO AND HARVEY, P.C.
Certified Public Accountants
201 Steele Street
Suite 300
Denver, Colorado 80206
(303) 329-0220 (telephone) (303) 316-7493 (facsimile)
INDEPENDENT AUDITOR'S CONSENT
Securities and Exchange Commission
450 Fifth Street, NW
Judiciary Plaza
Washington, DC 20549
Re: SkyLynx Communications, Inc.
We consent to the use of our opinion dated March 4, 1998 in
the Form S-8 Registration Statement, dated March 15, 1999.
Cordovano and Harvey, P.C.
Denver, Colorado
March 12, 1999
