LEXON INC/OK
S-8, 2000-08-18
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   LEXON, INC.
             (Exact name of registrant as specified in its charter)

         Oklahoma                   0-26915                     73-1533326
(State of incorporation)        (SEC File Number)         (IRS Employer ID No.)

                           8908 South Yale, Suite 409

                           Tulsa, Oklahoma 74137-3545

                                 (918) 492-4125
              (Address of Principal Executive Offices and Zip Code)

                        1,700,000 Shares of Common Stock
               Issued Pursuant to 1998 Lexon, Inc. Incentive Stock
            Option Plan - Individual Stock Grants Outside of a Plan
                            (Full title of the Plan)

                           Ronald C. Kaufman, Esquire

                                 Attorney at Law

                            One Main Plaza, Suite 210

                              Tulsa, Oklahoma 74119

                                 (918) 584-4463

                     (Name and address of Agent for Service)
          (Telephone number, including area code, of Agent for Service)

                         Calculation of Registration Fee

- ------------------------------------------------------------------------------
                                        Proposed     Proposed
                                        Maximum      Maximum
                                        Offering     Aggregate     Amount of

Title of securities     Amount to be    Price per    Offering      Registration
to be registered        registered      Share        Price         Fee (3)
- ------------------------------------------------------------------------------
Common Stock, $0.001    1,250,000 (1)     $1.03*     $1,287,500*      $339.90
Par value per share

Common Stock, $0.001      450,000 (2)     $1.03*     $  463,500*      $122.36
Par value per share     _________                    __________       _______

Totals                  1,700,000                    $1,751,000       $462.26

(1)  1,250,000 shares are issued to Lexon employees  pursuant to the 1998 Lexon,
     Inc. Incentive Stock Option Plan.

(2)  450,000 shares are issued to individuals outside of a plan. Dean Guise will
     be issued 150,000 shares purusant to the consulting  agreement  attached as
     Exhibit 99.2.  Doug Glausen will be issued 300,000  shares  pursuant to the
     consulting agreement attached as Exhibit 99.3.

(3)  Fees are  calculated  by  multiplying  the  aggregate  offering  amount  by
     .000264, pursuant to Section 6(b) of the Securities Act.

*   Estimated  solely for the purpose of  calculating  the  registration  fee in
    accordance  with Rule 457(h) under the  Securities  Act of 1933, as amended.
    Pursuant to Rule 457(h), this estimate is based upon the average of the high
    and low prices of the Registrant's common stock, $0.001 par value per share,
    on August 16, 2000 (as reported on the OTC Bulletin Board).

<PAGE>

                                     PART I.

ITEM 1.  PLAN INFORMATION

         Pursuant  to Rule  428(b)(1)  under  the  Securities  Act of  1933,  as
amended,  the documents  containing the information  specified in Part I of this
Registration  Statement on Form S-8 will be sent or given to participants in the
Lexon Option Plan (the "Plan").

         This  document  and the  documents  incorporated  by  reference in this
Registration  Statement  pursuant to Item 3 of Form S-8 (Part II hereof),  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act of 1933, as amended.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN INFORMATION

         Upon the written or oral request by a participant in the Plan listed in
Item  1 of  this  Part  I,  the  Company  will  provide  any  of  the  documents
incorporated  by reference in Item 3 of Part II of this  Registration  Statement
(which   documents  are  incorporated  by  reference  into  this  Section  10(a)
prospectus),  any documents required to be delivered to participants pursuant to
Rule  428(b) and other  additional  information  about such  plans.  All of such
documents and information  will be available  without  charge.  Any and all such
requests  should be  directed  to the  Company  at 8908 S. Yale Ave.  Suite 409,
Tulsa, Oklahoma 74137, telephone number (918) 492-4125, attention Gifford Mabie,
President.

INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

         This   Registration   Statement   includes  two  parts.  The  documents
constituting  the prospectus  under Part I of this  Registration  Statement (the
"Plan  Prospectus")  will be sent or given to  participants  in the Stock Option
Plan as  specified  by  Rule  428(b)(1)  under  the  Securities  Act.  The  Plan
Prospectus  has been  omitted from this  Registration  Statement as permitted by
Part I of Form S-8. The second prospectus (the "Resale  Prospectus") may be used
in  connection  with reoffers and resales of shares of Lexon common stock issued
pursuant  to  consulting  agreements  prior  to the  date of  this  Registration
Statement and upon the exercise of options  granted  under the Plan.  The Resale
Prospectus is filed as part of this  Registration  Statement as required by Form
S-8.

                                        2

<PAGE>

                               REOFFER PROSPECTUS

                                 925,000 Shares

                                   LEXON, Inc.

                                  Common Stock

                     OTC Bulletin Board Trading Symbol: LXXN

         The selling  shareholders may sell up to 925,000 shares of common stock
from time to time. These selling shareholders may sell their shares

         -On the OTC Bulletin Board

         -To a broker-dealer, including a market maker, who purchases the shares
          for its own account
         -In private transactions or by gift

         The  selling  shareholders  may also pledge  their  shares from time to
time, and the lender may sell the shares upon foreclosure.

         The shares being offered by the selling  shareholders  have been issued
as  compensation  for services  rendered not in  connection  with a capital fund
raising transaction or to make or maintain a market for Lexon's common stock.

         On August 18, 2000,  the price of our common stock,  as reported on the
OTC Bulletin Board, was $1.19 per share.

         We  will  not  receive  any  proceeds  from  the  sale  by the  selling
shareholders  of  their  shares  of  common  stock.  We  paid  the  cost  of the
preparation of this prospectus and of registration, which is estimated at $250.

                        --------------------------------

         Investing in shares of our common stock involves a high degree of risk.
You  should  purchase  the  shares  only if you can  afford to lose your  entire
investment. See "Risk Factors," which begins on page 4.

                        --------------------------------

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved  these  securities or determined  whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                The date of this prospectus is August 18, 2000


                                        3

<PAGE>

                                TABLE OF CONTENTS

     The Company....................................................5

     Risk Factors...................................................5

     Use of Proceeds...............................................11

     Selling Shareholders..........................................11

     Plan of Distribution..........................................12

     Available Information.........................................14

     Incorporation of Certain Documents by Reference...............14

     Legal Matters.................................................15

     Experts.......................................................15




                                        4

<PAGE>

                                   THE COMPANY

         Lexon,  Inc.,  an Oklahoma  corporation  ("Company"),  is a development
stage corporation organized in December, 1997. Lexon owns an exclusive worldwide
license  to the Ebaf  Assay,  a blood test that  allows for early,  non-invasive
screening for colon cancer and certain types of ovarian and testicular  cancers.
The Ebaf Assay is presently  being  developed for commercial use and is the only
known blood test to screen for colon cancer. The Ebaf Assay requires approval by
the FDA before it can be sold in the United States.  Lexon also owns through its
wholly-owned  subsidiary,  Cancer  Diagnostics,  Inc.,  the exclusive  worldwide
license to the  Telomerase  Assay,  a blood test to screen for lung cancer.  The
Telomerase Assay is presently being developed for commercial use and is the only
known  blood test to screen  for lung  cancer.  The  Telomerase  Assay  requires
approval by the FDA before it can be sold in the United States.  The description
of the  business  of the  Company and other  information  regarding  the Company
contained in its Form 10-SB filed August 3, 1999, as amended, is incorporated by
reference.

                                  RISK FACTORS

         You  should  carefully  consider  each of the risks  and  uncertainties
described  below  and all the other  information  contained  in this  prospectus
before  deciding to invest in shares of our common  stock.  The trading price of
our common stock could decline if any of the following  risks and  uncertainties
develop into actual  events,  and you may lose all or part of the money you paid
to buy our common stock.

         This prospectus also contains  forward-looking  statements that involve
risks and  uncertainties.  Our actual results could differ materially from those
anticipated in these forward-looking  statements as a result of certain factors,
including  the  risks  faced  by use  described  below  and  elsewhere  in  this
prospectus. We assume no obligation to update any forward-looking  statements or
reason why actual results might differ.

WE HAVE A LIMITED OPERATING HISTORY
         We have only been operating since December 1997. Accordingly, we have a
limited  operating  history  upon which an  evaluation  of our  performance  and
prospects  can be based.  We face all of the risks  common to companies in their
early stage of development, including:

         -Under capitalization
         -Cash Shortages
         -An Unproven Business Model

         -A Product in the Development Stage

         -Lack of revenue, cashflow, and earnings to be self-sustaining

         Our failure to  successfully  address any of the risks  described above
will have a material adverse effect on our business,  financial condition and on
the price of our common stock.

WE HAVE A HISTORY OF LOSSES AND EXPECT FUTURE LOSSES
         We have had annual  losses since our  inception in December,  1997.  We
expect to  continue  to incur  losses  until we finish  the  development  of our
products,  obtain FDA approval  for our  products,  and sell enough  products at
prices  high  enough to  generate a profit.  As of  December  31,  1999,  we had
accumulated a deficit of approximately $3.4 million.  There is no assurance that
we will be able to develop a commercially viable product, to obtain FDA approval
for our products,  or to generate net revenue from the sale of our products,  or
to achieve or maintain profitable operations.

                                        5

<PAGE>

OUR PRODUCTS ARE STILL IN DEVELOPMENT
         We have no  products  for sale at this  time.  The Ebaf  Assay  and the
Telomerase  Assay are  still in the  research  and  development  stage.  Neither
product  has yet been  submitted  to or  received  approval  from  the FDA.  FDA
approval is  required  before we can sell the  products in the U.S.  There is no
assurance  that the products  will be  commercially  viable or that the FDA will
approve the products for sale in the U.S.

         While we have been advised that there is a correlation between the ebaf
protein and colon cancer,  and between  telomerase and lung cancer,  we have not
independently  verified the accuracy of these statements.  No assurance is given
that the presence of ebaf is an accurate  predictor of cancer or that telomerase
is an accurate predictor of lung cancer.

IF WE CANNOT GENERATE ADEQUATE,  PROFITABLE SALES OF OUR PRODUCT, WE WILL NOT BE
SUCCESSFUL

         In order to succeed as a company, we must develop a commercially viable
product  and sell  adequate  quantities  at a high  enough  price to  generate a
profit. We may not accomplish these objectives.

         Even if we succeed in  developing  a  commercially  viable  product,  a
number of factors may affect future sales of our product. These factors include:

         -Whether we are successful in obtaining FDA approval;
         -Whether physicians, patients and clinicians accept our product as a
          viable screening method for colon cancer; and
         -Whether reimbursement for the cost of our product is available

WE MUST RAISE ADDITIONAL FUNDS TO COMMENCE AND COMPLETE THE FDA APPROVAL PROCESS
         We require  substantial  additional working capital to begin collecting
data,  to commence and complete  clinical  trials,  and to market our  potential
products.  There is no assurance  that the additional  capital  required will be
available to Lexon on acceptable  terms when needed,  if at all. Any  additional
capital  may  involve  substantial  dilution to the  interests  of Lexon's  then
existing shareholders.

WE MUST APPLY FOR AND  RECEIVE FDA  APPROVAL,  WE CANNOT SELL OUR PRODUCT IN THE
UNITED STATES
         We will not be able to market  our  potential  products  in the  United
States until we apply for and receive FDA approval.  We have not yet applied for
FDA approval  related to our potential  products,  because they are still in the
research and development phase. Obtaining FDA approval generally takes years and
consumes substantial capital resources with no assurance of ultimate success. We
cannot apply for FDA approval until we have  successfully  collected  sufficient
data  from  a  pre-clinical  trial.   Several  factors  may  prevent  successful
completion  of this  pre-clinical  trial,  including  an inability to enroll the
required number of patients and  insufficient  demonstration  that our potential
products  are  safe  and  effective.  Even if we are  successful  in  collecting
sufficient  data in the  pre-clinical  trial, we are not certain that we will be
able to obtain FDA approval.

                                        6

<PAGE>

STRINGENT,  ONGOING  GOVERNMENT  REGULATION  AND  INSPECTION  OF  OUR  POTENTIAL
PRODUCTS COULD LEAD TO DELAYS IN THEIR MANUFACTURE, MARKETING AND SALE

         The FDA  continues  to review  products  even  after they  receive  FDA
approval.  If and when the FDA approves our potential  product,  its manufacture
and marketing will be subject to ongoing regulation,  including  compliance with
current Good  Manufacturing  Practices,  adverse reporting  requirements and the
FDA's  general   prohibitions  against  promoting  products  for  unapproved  or
"off-label"  uses. We are also subject to inspection and market  surveillance by
the FDA for compliance with these and other requirements. Any enforcement action
resulting  from  failure to comply  with  these  requirements  could  affect the
manufacture and marketing of our potential products. In addition,  the FDA could
withdraw a  previously  approved  product  from the market upon receipt of newly
discovered information.

WE MUST  OBTAIN  REGULATORY  APPROVALS  IN FOREIGN  JURSIDICTIONS  TO MARKET OUR
PRODUCTS ABROAD
         We will be  subject  to a variety  of  regulations  governing  clinical
trials and sales of our products  outside the United States.  Whether or not FDA
approval  has  been  obtained,  we must  secure  approval  of a  product  by the
comparable  non-U.S.   regulatory  authorities  prior  to  the  commencement  of
marketing of the product in a country.  The process of obtaining these approvals
will be time consuming and costly.  The approval  process varies from country to
country and the time needed to secure  additional  approvals  may be longer than
that required for FDA approval. These applications may require the completion of
preclinical  and clinical  studies and  disclosure  of  information  relating to
manufacturing and controls. Unanticipated changes in existing regulations or the
adoption of new  regulations  could affect the  manufacture and marketing of our
products.

WE MAY NOT BE ABLE TO MARKET AND  DISTRIBUTE  OUR  PRODUCTS
         Our success  depends,  in part, on our ability to market and distribute
our  products  effectively.  We have no  experience  in the sale or marketing of
medical  products.   We  have  no   manufacturing,   marketing  or  distribution
capabilities.  In the  event  that we  obtain  FDA  approval  for our  potential
products,   we  may  require  the   assistance   of  one  or  more   experienced
pharmaceutical  companies  to  market  and  distribute  our  potential  products
effectively.  If we seek an alliance with an experienced pharmaceutical company,
we may be unable to find a collaborative participant,  enter into an alliance on
favorable  terms  or  enter  into  an  alliance  that  will be  successful.  Any
participant to an alliance might, at its discretion, limit the amount and timing
of resources it devotes to marketing our products.  Any marketing participant or
licensee may  terminate  its  agreement  with us and abandon our products at any
time for any  reason  without  significant  payment.  If we do not enter into an
alliance with a pharmaceutical company to market and distribute our products, we
may  not be  successful  in  entering  into  alternative  arrangements,  whether
engaging  independent  distributors  or  recruiting,  training  and  retaining a
marketing staff and sales force of our own.

INTENSE COMPETITION COULD HARM OUR FINANCIAL PERFORMANCE
         The biotechnology and pharmaceutical industries are highly competitive.
There  are a  number  of  companies,  universities  and  research  organizations
actively  engaged in research and development of products that may be similar to
the Ebaf Assay or the Telomerase  Assay. Our competitors may have  substantially
greater  assets,  technical  staffs,  established  market  shares,  and  greater
financial and operating  resources than we do. There is no assurance that we can
successfully compete.

                                        7

<PAGE>

WE DO NOT OWN THE PATENTS AND WILL NOT OWN ANY IMPROVEMENTS
         The U.S.  patent covering the Ebaf Assay was published on June 29, 1999
and is owned by the  University of South Florida  ("USF").  Improvements  to the
patent will be owned by USF and some will be owned by North Shore. A U.S. patent
application  covering the  Telomerase  Assay was filed  February 16, 1998 and is
owned by the  University of Maryland,  Baltimore  ("UM").  There is no assurance
that a patent will be issued.  If a patent is issued,  all improvements  will be
owned by UM.

THERE MAY BE COMPETING PRODUCTS IN THE FUTURE
         There is no assurance that competing  products will not be developed or
that  improvements  to the patents will be available to Lexon under its existing
licenses.  The filing,  prosecution  and  maintenance  of all patent  rights are
within the sole discretion of the patent owners.  Lexon has the right to request
that the  patent  owners  seek,  obtain  and  maintain  such  patent  and  other
protection  to the extent that they are  lawfully  entitled to do so, at Lexon's
sole expense.  There is no assurance that the patent owners will seek, obtain or
maintain such patent and other  protection to which they are lawfully  entitled.
Further,  there is no assurance that Lexon will have sufficient  working capital
to fund the patent owners' efforts in those activities, if requested.

OUR LACK OF FOREIGN  PATENT  PROTECTION  COULD  ADVERSELY  AFFECT OUR ABILITY TO
COMPETE

         The U.S.  patent  covering  the Ebaf  Assay  does not extend to foreign
countries, and the Company does not presently have any foreign patent protection
for its productS.

NIH HAS CERTAIN STATUTORY RIGHTS TO OUR PRODUCTS
         The initial  research  and  development  related to the ebaf  screening
process was funded by a grant from the National  Institutes  of Health  ("NIH").
The NIH has also  granted $1.1  million to the  University  of Maryland to study
telomerase in lung cancer patients.  The NIH retains certain statutory rights to
use any invention  that results from its funding  without  having to pay license
fees  and  royalties.  In  addition,  the NIH is  protected  from  lawsuits  and
infringement  claims.  There is no assurance  that the interests of the NIH will
not materially adversely affect Lexon or its business.

                                        8

<PAGE>

WE       ARE DEPENDENT  UPON THE SERVICES OF THE  RESEARCHERS  AND OUR EMPLOYEES
         The Ebaf Assay is being developed at North Shore University Hospital in

Manhasset, New York under the direction of Dr. Tabibzedah,  co-discoverer of the
ebaf  screening  process.  The  Telomerase  Assay  is  being  developed  at  the
University of Maryland,  Baltimore under the direction of Dr. Edward  Highsmith,
discoverer of the telomerase  screening process. The loss of the services of Dr.
Tabibzedah or Dr. Highsmith and the inability to retain an acceptable substitute
could have a material adverse effect on Lexon.

         Lexon is also  dependent  upon the services of its sole officer and key
employees, who each provide services without cash compensation.  The loss of the
services of these key  personnel  or the  inability  to retain such  experienced
personnel could have a material adverse effect on Lexon.

CONCENTRATION OF STOCK OWNERSHIP
         Our sole officer and director and our key employees  own  approximately
30% of the outstanding common stock. In addition,  the sole officer and director
and our key employees have options to purchase up to 2,787,500  shares of common
stock at prices  ranging  from $0.84 to $1.5625  per  share.  Accordingly,  they
exercise substantial  influence over our business and the election of members to
the board of directors.

LIMITED  EXPERIENCE OF MANAGEMENT  AND POTENTIAL  CONFLICTS OF INTEREST The sole
         officer and key employees of Lexon have had limited

experience in the pharmaceutical industry. In addition, the sole officer and key
employees  are  associated  with other  firms  involved  in a range of  business
activities.  Consequently,  there are  potential  conflicts of interest in their
acting as officers and directors of Lexon.  Management  estimates  that not more
than 50% of their time will be devoted to Lexon's activities

HEALTH CARE REFORM AND  CONTROLS ON HEALTH CARE  SPENDING MAY LIMIT THE PRICE WE
CAN  CHARGE FOR OUR  POTENTIAL  PRODUCT  AND THE AMOUNT WE CAN SELL
         The federal  government and private  insurers have  considered  ways to
change, and have changed,  the manner in which health care services are provided
in the United States.  Potential  approaches and changes in recent years include
controls on health care spending and the creation of large purchasing groups. In
the future,  it is possible that the government may institute price controls and
limits on Medicare and Medicaid spending. These controls and limits might affect
the  payments  we collect  from  sales of our  product.  Assuming  we succeed in
bringing  our  product to market,  uncertainties  regarding  future  health care
reform and  private  practices  could  impact our ability to sell our product in
large quantities at profitable pricing.

                                        9

<PAGE>

UNCERTAINTY  OF THIRD-PARTY  REIMBURSEMENT  COULD AFFECT OUR ABILITY TO SELL OUR
PRODUCTS AT A PROFIT
         Sales of  medical  products  largely  depend  on the  reimbursement  of
patients'  medical  expenses by  governmental  health care  programs and private
health insurers. There is no guarantee that governmental health care programs or
private health  insurers will cover the cost of our product or permit us to sell
our product at a high enough price to generate a profit.

OUR STOCK PRICE IS VOLATILE
         Our common stock is traded on the OTC  Bulletin  Board under the symbol
"LXXN."  The price at which our  common  stock is  traded  is  volatile  and may
continue to fluctuate substantially due to factors such as:

         -Our anticipated operating results
         -Variations between our actual results and the expectations of
          investors

         -Announcements by us or others and developments affecting our business
         -Investor perceptions of our company and comparable public companies

         In  particular,  the stock  market  has from  time to time  experienced
significant  price  and  volume  fluctuations  affecting  the  common  stocks of
companies in the pharmaceutical industry, like us. These fluctuations may result
in a material decline in the price of our common stock.

OUR STOCK IS CONSIDERED TO BE A "PENNY STOCK"
         The Penny Stock Act of 1990  requires  specific  disclosure  to be made
available in connection with trades in the stock of companies  defined as "penny
stocks".  The SEC has adopted regulations that generally define a penny stock to
be any  equity  security  that has a market  price of less than $5.00 per share,
subject to certain exceptions.  If an exception is unavailable,  the regulations
require the delivery,  prior to any  transaction  involving a penny stock,  of a
disclosure  schedule  explaining the penny stock market and the risk  associated
therewith as well as the written consent of the purchaser of such security prior
to engaging in a penny stock  transaction.  The  regulations  on penny stock may
limit the ability of the purchasers of our  securities to sell their  securities
in the secondary marketplace.

WE DO NOT EXPECT TO PAY DIVIDENDS
         We have not declared or paid, and for the foreseeable  future we do not
anticipate declaring or paying, dividends on our common stock.

DILUTION

         To the extent  outstanding  warrants and options to purchase our common
stock are exercised or additional  equity securities are issued at a price below
the price of a share in this offering,  you may experience dilution. At December
31, 1999, the Company had 3,207,500 options outstanding, of which 2,537,500 were
exercisable at prices ranging from $1.20 to $1.5625 per share.

                                       10

<PAGE>

                                 USE OF PROCEEDS

         We will not  receive any  proceeds  from the sale of the shares sold by
Selling  Shareholders.  We will only receive  proceeds if a selling  shareholder
exercises options  underlying shares of our common stock being offered with this
prospectus  prior to the sale of those  shares.  If we receive any proceeds from
the exercise of options, it will be added to our working capital. We have agreed
to bear certain  expenses in connection  with the  registration of the shares of
common stock being offered and sold by the Selling Shareholders.

                              SELLING SHAREHOLDERS

         The following table and discussion sets forth certain  information with
respect to the selling  shareholders  as of December 31, 1999.  These shares are
considered to be control securities.

                                   Beneficial

                                  Ownership           Shares
                               Of Shares Of        Available           Shares
Selling Shareholder &          Common Stock      For Sale In      Owned After
Position with Company     Prior to Offering(1)  the Offering(2)  the Offering(3)
- -------------------     -----------------     ------------     ------------

Gifford Mabie, Officer            750,000          275,000       1,025,000(4)
And Director
Rhonda Vincent, Employee          499,433          325,000         824,433(5)
Thomas Coughlin, Employee         887,500          325,000       1,212,500(6)
                          -----------------     ------------     ------------
                                2,136,933          925,000       3,061,933

(1)  Includes  shares of common stock issuable upon the exercise of options that
     are  currently  exercisable  or will become  exercisable  within 60 days of
     August 18,  2000.  All  options  granted to the  selling  stockholders  are
     currently exercisable.

(2)  Assumes all common  shares  issuable  upon the exercise of options  granted
     under the Lexon  Option Plan are sold  pursuant to this  offering.  Selling
     shareholders,  however,  may choose to  exercise  only a portion or none of
     their  options and may not sell any or all of the common shares issued upon
     exercise of the options. There are currently no agreements, arrangements or
     understandings  with  respect to the exercise of any options or the sale of
     any of the shares received upon such exercise.

(3)  The  number  of  shares  of common  stock  owned by each  person  after the
     offering  assumes that such person  exercises all of his or her options and
     sells all of his or her shares.

(4)  Includes  525,000  shares of common  stock  issuable  upon the  exercise of
     options.  The amount of securities to be offered or resold by means of this
     reoffer prospectus may not exceed, during any three month period the amount
     specified  in Rule 144(e).  Mr.  Mabie does not have the present  intent to
     sell.

(5)  Includes  525,000  shares of common  stock  issuable  upon the  exercise of
     options.  Ms. Vincent is a former officer and director of the Company.  She
     ceased to be an  officer  and  director  on July 15,  1999.  The  amount of
     securities to be offered or resold by means of this reoffer  prospectus may
     not exceed,  during any three  month  period the amount  specified  in Rule
     144(e).  Ms. Vincent does not have the present intent to sell.


                                       11

<PAGE>

(6)  Includes  912,500  shares of common  stock  issuable  upon the  exercise of
     options.  The amount of securities to be offered or resold by means of this
     reoffer prospectus may not exceed, during any three month period the amount
     specified in Rule 144(e).  Mr. Coughlin does not have the present intent to
     sell.

                              PLAN OF DISTRIBUTION

         We  are   registering   the   securities   on  behalf  of  the  selling
shareholders.  All costs,  expenses and fees in connection with the registration
of the  Securities  offered  hereby will be paid by us. We estimate  such costs,
expenses  and  fees  to be  $250.  Brokerage  commissions  and  similar  selling
expenses,  if any,  attributable  to the sale of Securities  will be paid by the
selling shareholders.

                                       12

<PAGE>

         The  selling  shareholders  may sell up to  1,700,000  shares of common
stock from time to time. These selling shareholders may sell their shares

         -On the OTC Bulletin Board

         -To a broker-dealer, including a market maker, who purchases the shares
          for its own account
         -In private transactions or by gift

         The  selling  shareholders  may also pledge  their  shares from time to
time, and the lender may sell the shares upon foreclosure.

         The shares  are being  offered by the  selling  shareholders  have been
issued as compensation for consulting  services  rendered not in connection with
the offer or sale of securities  in a  capital-raising  transaction,  and do not
directly or indirectly promote or maintain a market for Lexon's securities.

         The decision to sell any  securities  is within the  discretion  of the
selling  shareholder.  Each selling shareholder is free to offer and sell his or
her Securities at times, in a manner and at prices as he or she determines.,

         The selling  shareholders  may sell the shares at a negotiated price or
at the  market  price  or  both.  They may sell  their  shares  directly  to the
purchasers  or  they  may  use  brokers.  If  they  use a  broker,  the  selling
shareholder may pay a brokerage fee or commission or they may sell the shares to
the broker at a discount from the market price. The purchasers of the shares may
also pay a brokerage  fee or other  charge.  The  compensation  to a  particular
broker-dealer  may  exceed  customary  commissions.   We  do  not  know  of  any
arrangements  by any of the  selling  shareholders  for the sale of any of their
shares.

         The  selling  shareholders  and  broker-dealers,   if  any,  acting  in
connection  with  sales  by  the  selling  shareholders  may  be  deemed  to  be
"underwriters"  within the meaning of Section 2(11) of the  Securities  Act, and
any  commission  received  by them and any  profit on the  resale by them of the
securities may be deemed to be underwriting  discounts and commissions under the
Securities Act.

         We have  advised the selling  shareholders  that the  anti-manipulative
rules under the Exchange Act,  which are set forth in Regulation M, may apply to
their sales in the market.  We have  furnished the selling  shareholders  with a
copy of regulation M, and we have informed them that they should  deliver a copy
of this prospectus when they sell any shares.

                                       13

<PAGE>

                              AVAILABLE INFORMATION

         We file annual,  quarterly and periodic  reports,  proxy statements and
other  information  with  the  Securities  and  Exchange  Commission  using  the
Commission's  EDGAR  system.  You can find  Lexon's SEC filings on the SEC's web
site, www.sec.gov.

         We furnish our  shareholders  with annual  reports  containing  audited
financial  statements and with such other  periodic  reports as we, from time to
time, deem appropriate or as may be required by law. We use the calendar year as
our fiscal year.

         You should rely only on the  information  contained in this  Prospectus
and the  information  we have referred you to. We have not authorized any person
to provide you with any information that is different.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to  "incorporate  by reference"  information  that we
file with them, which means that we can disclose important information to you by
referring you to those documents.  The information  incorporated by reference is
an important part of this prospectus, and information we file later with the SEC
will  automatically  update and supersede  this  information.  We incorporate by
reference  the documents  listed below and any future  filings we will make with
the SEC under Section 13(a),  13(c), 14 or 15 of the Securities  Exchange Act of
1934

     1.   Our Form 10-SB,  filed  August 3, 1999 and amended  October 25,  1999,
          December 13, 1999 and January 4, 2000.

     2.   Our Quarterly  Report on Form 10-QSB for the quarter  ended  September
          30, 1999, as amended.

     3.   Our  Current  Report on Form 8-K,  regarding  our  purchase  of Cancer
          Diagnostics, Inc. on January 28, 2000, filed February 11, 2000.

     4.   Form 10KSB, filed April 14, 2000 for the year ended December 31,1999.

     5.   Form 10Q-SB, filed May 22, 2000 for the quarter ended March 31, 2000.

     6.   Forms S-8,  filed  February 22, 2000 and  February 29, 2000  regarding
          stock and stock options.

     7.   Form SB-2,  filed  July 28,  2000 to  register  stock  pursuant  to an
          Investment Agreement with Swartz Institutional Finance.

         This  prospectus is part of a registration  statement we filed with the
SEC.  You should  rely only on the  information  incorporated  by  reference  or
provided in this prospectus and the registration  statement.  We have authorized
no one to provide you with different information. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of the statement.

         If we file any document with the SEC that contains information which is
different from the information  contained in this prospectus,  you may rely only
on the most recent information which we have filed with the Commission.

         We will  provide  a copy of the  documents  referred  to above  without
charge if you request the  information  from us. You should  contact Mr. Gifford
Mabie,  President,  Lexon, Inc., 8908 S. Yale Ave. #409, Tulsa,  Oklahoma 74137,
telephone (918) 492-4125, if you wish to receive any of such material.

                                       14

<PAGE>

                                  LEGAL MATTERS

         The  legality  of the shares  offered  hereby has been  passed  upon by
Ronald C. Kaufman, Esq., One Main Plaza, Suite 210, Tulsa, OK 74119.


                                     EXPERTS

          Our financial statements  incorporated in this registration  statement
by reference  to our Form 10-KSB for the year ended  December 31, 1999 have been
audited by Tullius Taylor  Sartain & Sartain LLP,  independent  auditors.  Their
unqualified  report,  which  describes an uncertainty  as to going  concern,  is
incorporated  herein in reliance  upon such report and on the  authority of that
firm as experts in accounting and auditing.

                                     PART II

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

          (a)  the Company's Form 10-SB filed August 3, 1999, as amended,  under
               the Securities Exchange Act of 1934.

          (b)  the  Company's  Form 10-QSB for the quarter  ended  September 30,
               1999, as amended.

          (c)  Our Current Report on Form 8-K,  regarding our purchase of Cancer
               Diagnostics, Inc. on January 28, 2000, filed February 11, 2000.

          (d)  Form  10K-SB,  filed April 14,  2000 for the year ended  December
               31,1999.

          (e)  Form 10Q-SB,  filed May 22, 2000 for the quarter  ended March 31,
               2000.

          (f)  Forms  S-8,  filed  February  22,  2000  and  February  29,  2000
               regarding stock and stock options.

          (g)  Form SB-2,  filed July 28, 2000 to register  stock pursuant to an
               Investment Agreement with Swartz Institutional Finance.

         All documents  subsequently  filed by Lexon pursuant to Sections 13(a),
13(c),  14 and 15 of the Securities  Exchange Act of 1934 prior to the filing of
any  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 in this  registration  statement from the
date of filing of such documents.

Item 4.  Description of Securities.

         Incorporated  herein by  reference  to our Form 10-SB,  filed August 3,
1999, as amended.

                                       15

<PAGE>

Item 5.  Interests of Named Experts and Counsel.

         There are no experts having an interest in the shares  offered  hereby.
Ronald C. Kaufman is acting as special  counsel to Lexon in connection  with the
filing of this  Registration  Statement.  Mr.  Kaufman acts as legal  counsel to
Lexon on  various  matters  for  which he  receives  cash  compensation,  and in
addition, his out of pocket expenses have been reimbursed.

Item 6.  Indemnification of Directors and Officers.

         Incorporated  herein by reference to our Form 10-SB,  filed October 25,
1999, as amended.

Item 7.  Exemption from Registration.

         The  transactions  covered  by this  Registration  Statement  were  not
registered  under the  Securities  Act of 1933 as amended in  reliance  upon the
exemptions from such registration pursuant to Section 4(2), and Regulation D.

Item 8.  Exhibits.

        Exhibit

          No.       Description of Exhibit

        -------     ----------------------

          5.0       Opinion of Ronald C. Kaufman

         23.1       Consent of Ronald C. Kaufman(contained in Exhibit 5.0)

         23.2       Consent of Tullius Taylor Sartain & Sartain LLP

         99.2       Consulting Agreement - Dean Guise

         99.3       Consulting Agreement - Doug Glausen

                                       16

<PAGE>

Item 9.  Undertakings.

         The registrant  hereby  covenants and undertakes,  pursuant to SEC Rule
512, to:

         (a)      Rule 415 offering.

                  (I)      File,  during any period in which offers or sales are
                           being  made,  a  post-effective   amendment  to  this
                           registration statement; and

                  (II)     Include any prospectus required by Section 10 (a) (3)
                           of the Securities Act of  1933; and

                  (III)    Reflect in the prospectus any facts or events arising
                           after the effective date which individually or in the
                           aggregate  represent  a  fundamental  change  in  the
                           information set forth in the registration  statement;
                           and

                  (IV)     Include any material  information with respect to the
                           plan of distribution not previously  disclosed in the
                           registration statement; and

                  (V)      That for purpose of determining  any liability  under
                           the Securities Act of 1933, each such  post-effective
                           amendment  shall be deemed to be a new  registrations
                           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

                  (VI)     Remove from registration by means of a post-effective
                           amendment  any of  the  securities  being  registered
                           which  remain  unsold  which  remain  unsold  at  the
                           termination of the offering; and

                  (VII)    Not applicable  since the registrant is not a foreign
                           issuer.

                                       17

<PAGE>

         (b)       Rule 512 (b)

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report  pursuant to section 13 (a) or section 15 (d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15  (d) of the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (h)      Rule 512 (h).

         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,   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 in the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the  question  where  such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication os such issue.

                                       18

<PAGE>

                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, 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,  thereundo
duly authorized , in the City of Tulsa, State of Oklahoma, on August 9, 2000.

                                          Lexon, Inc.

                                          By     /s/ Gifford Mabie

                                          -------------------------------------
                                          Gifford Mabie

                                          President and Chief Executive Officer


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration statement has been signed by the following person in the capacities
and on the date indicated:

         Director                          Date

         --------                          ----

         /s/ Gifford Mabie                 August 18, 2000
         ----------------------------
         Gifford Mabie, Director

                                       19



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