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As filed with the Securities and Exchange Commission on September 14, 2000
SEC File No. ___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LEXON TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 87-0502701
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1401 Brook Drive, Downers Grove, Illinois 60515
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(Address of Principal Executive Offices) (Zip Code)
2000 Stock Option and Award Plan
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(Full title of the plan)
Kenneth J. Eaken, 1401 Brook Drive, Downers Grove, Illinois 60515
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(Name, address, including zip code of agent for service)
Telephone number, including area code, of agent for service: 630-916-6196
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered (2) Share (1) Price Fee
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<C> <C> <C> <C> <C>
Common Stock,
$0.001 par
value 2,500,000 $0.543 $1,357,000 $358.38
</TABLE>
(1) Bona fide estimate of maximum offering price solely for the purpose of
calculating the registration fee as determined under Regulation C, Rule 457(c)
and/or (g), of the Securities Act of 1933, based on the average of the bid and
ask price of the Registrant's common stock as reported on the NASD's OTC
Bulletin Board for the five (5) trading days prior to filing.
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LEXON TECHNOLOGIES, INC.
Cross Reference Sheet Pursuant to Rule 404(a)
Cross-reference between items of part I of form S-8 and the section 10(a)
prospectus which will be delivered to each employee, director or consultant
who participates in the stock option plans.
Registration Statement Item Numbers and Headings Prospectus Headings
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1) Plan Information Section 10(a) Prospectus
2) Registration Information and Employee
Plan Annual Information Section 10(a) Prospectus
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are hereby
incorporated by reference:
1) The Company's Registration Statement on Form 10-SB, as amended,
SEC File No. 000-24721.
2) All reports filed by the Company with the Commission pursuant to
section 13(a) or 15(d) of the Exchange Act after October 14, 1998.
All reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 12, or 15(d) of the Exchange Act prior to the filing of
any post-effective amendment which indicates that all securities covered by
this Prospectus have been sold or which deregisters all such securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
General
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The Registrant is authorized to issue one hundred million shares of common
stock, par value $0.001 per share (the "Common Stock"). The Registrant has
13,842,561 shares of Common Stock issued and outstanding at June 30, 2000.
Although the Company's Board of Directors has no present intention to do so,
the Board of directors has authority, without action by or vote of the
Company's Shareholders, to issue all or part of the authorized but unissued
shares. Any issuance of additional shares of Common Stock or Preferred Stock
will dilute the percentage ownership interest of Shareholders and may further
dilute the book value of the Company's shares.
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Common Stock
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The holders of Common Stock are entitled to one vote per share on each matter
submitted to a vote at any meeting of shareholders. Shares of Common Stock do
not carry cumulative voting rights and, therefore, a majority of the shares of
outstanding Common Stock will be able to elect the entire board of directors
and, if they do so, minority shareholders would not be able to elect any
persons to the board of directors. The Registrant's bylaws provide that a
majority of the issued and outstanding shares of the Registrant constitutes a
quorum for shareholders' meetings, except with respect to certain matters for
which a greater percentage quorum is required by statute or the bylaws.
Shareholders of the Registrant have no preemptive rights to acquire additional
shares of Common Stock or other securities. The Common Stock is not subject
to redemption and carries no subscription or conversion rights. In the event
of liquidation of the Registrant, the shares of Common Stock are entitled to
share equally in corporate assets after satisfaction of all liabilities.
Holders of Common Stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available for the
payment of dividends. The Registrant seeks growth and expansion of its
business through the reinvestment of profits, if any, and does not anticipate
that it will pay dividends in the foreseeable future.
Dividend Policy
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The Registrant has not declared or paid cash dividends or made distributions
in the past, and the Registrant does not anticipate that it will pay cash
dividends or make distributions in the foreseeable future. The Registrant has
not entered into any credit or other agreements that would restrict its
ability to pay dividends, however, the Registrant currently intends to retain
and reinvest future earnings, if any, to finance its operations.
Transfer Agent
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The transfer agent for the Registrant's common stock is Fidelity Transfer Co.,
1800 South West Temple, Salt Lake City, Utah 84115. Tel: (801) 484-7222; Fax:
(801) 466-4122.
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ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
No expert or counsel for the Company named in this registration statement as
having prepared or certified any part hereof, or as giving an opinion as to
the validity of the securities being registered was employed on a contingency
basis, or has or is to receive, in connection with the offering, a substantial
interest in the Company or its subsidiaries. In addition no such expert or
counsel is connected with the Company or its subsidiaries as a promoter,
managing underwriter, voting trustee, director, officer, or employee.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware Corporation Law provides in relevant parts as
follows:
(1) A corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or on
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(2) A corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending, or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the feet that he is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only
to the extent that the court in which such action or suit was brought shall
determine on application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
(3) To the extent that a director, officer, employee, or agent of a
corporation has been successful on the merits or otherwise in defense of any
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action, suit, or proceeding referred to in 1) or (2) of this subsection, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection therewith.
(4) The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any bylaws, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such
a person.
The foregoing discussion of indemnification merely summarizes certain
aspects of indemnification provisions and is limited by reference to the above
discussed sections of the Delaware Corporation Law.
The Registrant's certificate of incorporation and bylaws provide that the
Registrant "may indemnify" to the full extent of its power to do so, all
directors, officers, employees, and/or agents. It is anticipated that the
Registrant will indemnify its officers and directors to the full extent
permitted by the above-quoted statute.
Insofar as indemnification by the Registrant for liabilities arising
under the Securities Act may be permitted to officers and directors of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant
is aware that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
No restricted securities are being reoffered or resold pursuant to this
registration statement.
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ITEM 8. EXHIBITS
Exhibits.
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Copies of the following documents are included as exhibits to this
registration statement pursuant to item 601 of regulation S-K.
SEC
Exhibit Reference
No. No. Description Location
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3.01 3 Articles of Incorporation Incorporated
by Reference*
3.02 3 Bylaws Incorporated
by Reference*
4.01 4 Specimen certificate
for Common Stock Incorporated
by Reference*
4.02 4 Lexon Technologies, Inc.
2000 Stock Option Plan This Filing
5.01 5 & 23 Letter opinion, including consent
of Taylor and Associates, Inc.
Attorneys and Counselors at Law,
regarding legality of Common Stock
to be issued pursuant to options
granted under the Plan. This Filing
23.01 23 Consent of Tanner + Co.,
independent certified public
accountants This Filing
23.01 23 Consent of Hutton Nelson & McDonald,LLP
independent certified public
accountants This Filing
25.01 25 Powers of Attorney See Signature
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* Incorporated by reference from the Company's registration statement on
Form 10-SB, as amended, filed with the Commission, SEC file No. 000-24721.
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ITEM 9. UNDERTAKINGS
REGULATION S-K
Post-Effective Amendments-Item 512(a)
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The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement, 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.
(2) That, for the purpose of determining any liability under the
Securities 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
Filings Incorporating Subsequent Exchange Act Documents by Reference-Item
512(b)
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The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended , each
filing of the Registrant's annual report pursuant to section 13(a) or 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(a) 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.
Filing of Registration Statement on Form S-8 - Item 512(h)
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Insofar as indemnification for liabilities arising under the Securities 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 Commission such indemnification
is against public policy as expressed in the Securities 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.
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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 Downers Grove, State of Illinois, on
the 14th day of September, 2000.
LEXON TECHNOLOGIES, INC.
By /S/ Kenneth J. Eaken, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Kenneth J. Eaken, with power of substitution, as his
attorney-in-fact for him, in all capacities, to sign any amendments to
this registration statement and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact or
his substitutes may 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 date indicated.
Signature Title Date
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/S/Kenneth J. Eaken Chairman and C.E.O. September 14, 2000
/S/Steven J. Peskaitis Director September 14, 2000
/S/Paris Karahalios Director September 14, 2000
