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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended December 31, 1999 Commission File number 000-24721
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LEXON Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 870502701
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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)
Registrant's telephone number, including area code: (630) 916-6196
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of April 5, 2000, the aggregate market value of LEXON's Common Stock
held by non-affiliates, based upon the average bid and asked price for such
common stock, was approximately $7,086,025.50.
As of April 5, 2000, there were 13,542,561 shares of Common Stock, par
value $.001 per share, outstanding.
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LEXON Technologies, Inc.
1999 Form 10-K/A Annual Report
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C> <C>
PART III
Item 10. Directors and Executive Officers of the Registrant............................................1
Item 11. Executive Compensation........................................................................2
Item 12. Security Ownership of Certain Beneficial Owners and Management...............................5
Item 13. Certain Relationships and Related Transactions................................................6
</TABLE>
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following is a description of the background of the directors and
executives officers of LEXON:
<TABLE>
<CAPTION>
Name and Address Director Since Principal Occupation and Other
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<S> <C> <C>
Anthony Perino (54) February, 2000 Mr. Perino founded TOPE Corporation in 1971, leading it to become one of the
preeminent real estate development firms in suburban Chicago. With his success
in real estate development, Mr. Perino has become a successful investor in a
number of private corporations. Mr. Perino attended Lewis University.
Jerome J. Wolowicki (49) February 2000 Mr. Wolowicki, a CPA, will continue to maintain his private consulting and
certified public accounting practice, Wolowicki and Associates that he founded
in 1983. He has provided general business and financial consulting services to
hundreds of companies in a wide variety of industries including technology
clients. He is a personal financial specialist and certified valuation analyst.
He holds a BS degree in Accounting from St. Norbert College.
Steven J. Peskaitis (25) July 21, 1999 Mr. Peskaitis was elected Senior Vice President of Business Development in
February, 2000. An entrepreneur since age 15, Mr. Peskaitis is the co-founder
of Chicago Map Corporation, which was incorporated in 1992 and became a wholly
owned subsidiary of LEXON in July, 1999. Mr. Peskaitis is a visionary with an
extensive history in the development and design of mapping software. His well
established presence within the GIS industry provided Chicago Map Corporation
the opportunity for the National Atlas Project.
Paris Karahalios (44) July 21, 1999 Mr. Karahalios is a co-founder of TRIUS, Inc. and has served as the president
and C.E.O. since its inception in August 1990. TRIUS, Inc., located in North
Andover, Massachusetts, is a developer of mapping technology. CMC acquired the
assets of TRIUS, Inc. in March 1999. Mr. Karahalios received a M.S. in Nuclear
Engineering/Fusion and a B.S. in Nuclear Engineering from the University of
Lowell, Lowell, Massachusetts, in 1977 and 1981, respectively, and has been
published in various software and scientific magazines.
Peter J. Haleas (41) February, 2000 Mr. Haleas is presently the Chairman of the Bridgeview Bank Group in Chicago.
Thomas W. Rieck (54) July 1999 to Mr. Rieck since 1980 has been the president of the law firm Rieck and Crotty,
February 2000 P.C., Chicago, Illinois, legal counsel to CMC. Since 1992, Mr. Rieck has served
as a board member of Sigmatron International, Inc. (NASDAQ: SGMA), Elk Grove
Village, Illinois, an electronics contract assembly manufacturer. Since 1987,
Mr. Rieck has served as a board member for Circuit Systems, Inc. (NASDAQ:
CSYI), Elk Grove Village, Illinois, a manufacturer of printed circuit boards.
Mr. Rieck is a member of both the Chicago and American Bar Associations.
James L Rooney (62) July 1999 to Mr. Rooney served as president and C.E.O. of Holopak Technologies from 1997 to
February 2000 1999. Prior to that, he served as president of Release International, a
division of Rexam, PLC, and president of H.P. Smith Paper Co., a division of
the James River Corporation ( now Fort James Corporation) in Chicago, Illinois.
He has also been a member of the American Forest Product Institute's Executive
Committee and a Village Trustee of Hickory Hills, Illinois. Currently, Mr.
Rooney serves as a Board Member of Fortifiber Corporation of Incline, Nevada,
and of Foilmark Corporation in Newburyport, Massachusetts.
Mike Barnett (41) July 1999 to Mr. Barnett has served as the director of corporate licensing for CMC since
October 1999 1996 and in 1999 was appointed Senior Vice President of Sales and Marketing.
From 1994 through 1996, Mr. Barnett was the director of sales and marketing for
American Technologies, Fond du Lac, Wisconsin, a manufacturer of software for
satellite communications and vehicle monitoring products for the over-the-road
trucking market. Mr. Barnett received a B.S. in management from Oregon State
University, Corvallis, Oregon.
</TABLE>
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ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The Summary Compensation Table below sets forth information concerning
compensation paid or accrued for services rendered to LEXON in all capacities
for the years ended December 31, 1997, 1998 and 1999 to the Chief Executive
Officer and each of the four other most highly compensated executive officers of
LEXON. These executive officers are collectively referred to as the Named
Executive Officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
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Other Annual Securities Underlying All Other
Bonus ($) Compensation Options (#) Compensation
Name and Principal Position (1) Year Salary ($) (1) ($) (2) ($)
--------------------------- ---- ---------- --------- ----------- -------------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Steven J. Peskaitis 1999 76,800* 0 0 456,996 0
Chairman, Chief Executive 1998 35,000 0 0 0 0
Officer and President 1997 23,000 0 0 0 0
Paris Karahalios 1999 95,000** 0 0 743,000 0
Vice-President 1998 0 0 0 0 0
1997 0 0 0 0 0
</TABLE>
(1) Only Messrs. Peskaitis and Karahalios earned cash and bonus compensation
during 1999 in excess of $100,000.
* Includes $15,600 of deferred compensation.
** Includes $ 5,000 of deferred compensation.
The following table sets forth information with respect to options
granted to the Named Executive Officers during 1999
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
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NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE PRICE GRANT DATE
NAME GRANTED 1999 ($/SH) EXPIRATION DATE VALUE (1)
---- ------- ---- ------ --------------- ---------
<S> <C> <C> <C> <C> <C>
Steven J. Peskaitis 80,500* 2.3% .50 7/21/09 $49,105
376,496** 10.8% 2.80 7/21/09 $229,662.56
Paris Karahalios 115,500* 3.3% .50 7/21/09 $70,455.00
627,500** 18.0% 2.80 7/21/09 $382,775
</TABLE>
(1) Calculated based on the Black-Scholes model.
YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT YEAR-END YEAR-END 1999 ($)
SHARES ACQUIRED 1999 EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE VALUE REALIZED ($) UNEXERCISABLE UNEXERCISABLE
---- ----------- ------------------ ------------- -------------
<S> <C> <C> <C> <C>
Steven J. Peskaitis 0 0 456,996 140,875
Paris Karahalios 0 0 743,000 202,125
</TABLE>
* Issued in connection with the acquisition, the company assumed Chicago
Map's obligations under all outstanding warrants and options. As such, the
Company exchanged an option to purchase one share of Chicago Map common
stock for an option to purchase 700 shares of Lexon common stock.
** Issued in connection with the optionee's employment with the Company
pursuant to the terms of a Stock Option Agreement, dated as of July 21,
1999.
INFORMATION CONCERNING BOARD AND COMMITTEE MEETINGS
Five meetings of Lexon's Board of Directors were held during the fiscal
year ended December 31, 1999. In addition, Lexon's Board of Directors acted by
unanimous written consent on one occasion during the fiscal year. No incumbent
director failed to attend at least 75% of the total number of meetings of the
Board or any committees of the Board of which he was a member, held during the
fiscal year.
LEXON has not adopted a policy for compensation of its directors. As
such, directors received no compensation for their services as directors other
than reimbursement for reasonable out of pocket costs related to attendance at
board meetings.
REPORTING OF SECURITIES TRANSACTIONS
Ownership of and transactions in LEXON's stock by executive officers
and directors of LEXON and owners of 10% or more of LEXON's outstanding common
stock are required to be reported to the Securities and Exchange Commission
pursuant to Section 16(a) of the Securities Exchange Act of 1934 and all reports
for the fiscal year ended December 31, 1999 were filed in a timely manner.
2
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REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Board makes base salary, bonus, stock option and other compensation
plan decisions with respect to LEXON's senior executive officers.
Summary
The primary objective of LEXON's executive compensation program is to
help LEXON attract and retain talented executives while at the same time
promoting the interests of LEXON's stockholders through pay programs that reward
the achievement of business results. To obtain this objective, the Company has
adopted a compensation program which places a substantial portion of each
officers potential compensation at risk and dependant on LEXON's performance.
Following is a brief description of each of the components of LEXON's executive
compensation program.
Base Salary
Base salary is intended to provide a fixed level of compensation
reflecting the scope and nature of basic job responsibilities. The Board grants
salary increases or imposes decreases, if appropriate, after a review of
individual performance and an assessment of the relative competitiveness of the
current salary.
Annual Bonus
Annual bonus awards recognize an executive's contribution to each
year's annual business results as measured against a specified performance
objective which relates to such individual's job performance. The performance
objective is set by LEXON annually and the actual bonus is calculated as a
percentage of the executive's base salary, which percentage varies depending on
the extent to which the performance objective is achieved.
Stock Options
Stock options are considered an important component of LEXON's
incentive compensation. Stock options provide the right to purchase, at fair
market value on the date of grant, a fixed number of shares of LEXON's common
stock during the term of the option, which is typically ten years from the date
of grant. Options are also sometimes subject to vesting provisions which require
the recipients continued employment in order for the recipient to be entitled to
the full benefit of the option.
Determination of Compensation Levels
Individual compensation has been established to maintain equitable
internal relationships taking into account the responsibilities, experience,
seniority and work performance of the individual executive, the overall
performance of LEXON and the unit or area of responsibility of the executive and
the strategic objectives and budget considerations of LEXON. The relative weight
given to each of these factors varies from individual to individual and from
year to year.
Salary levels, bonus criteria and performance objectives for LEXON's
executive officers are evaluated each year to take into account factors
discussed above and other additional factors believed appropriate at the time.
Executive compensation structures and levels for each year's targeted overall
Company and individual performance goals are determined following regular
structured annual reviews of each executive officer conducted by the Chairman.
Target performance levels take into account historic patterns of LEXON's
performance and strategic objectives.
In addition, all executive officers, including the Chairman, are
eligible to participate in broad based benefits generally available to all
employees of LEXON, including the Company's 401(k) and medical, dental,
disability and life insurance.
Summary of Employment Agreements for the Named Executive Officers:
STEVEN J. PESKAITIS EMPLOYMENT AGREEMENT.
The Company's employment agreement with Mr. Peskaitis provided that the
Company would employ Mr. Peskaitis as its President and Chief Executive Officer
for a term of five years, at an annual salary of $124,800 subject to an increase
of 3% on each of the anniversaries of the employment agreement. In addition, Mr.
Peskaitis's employment agreement obligates Mr. Peskaitis to refrain from
directly or indirectly, for a period of one (1) year from the date of
termination, owning (excluding the holding of securities of any corporation
whose securities are publicly traded if such securities owned by Peskaitis do
not exceed one percent (1%) in value of all of the issued and outstanding
securities of such corporation) managing, operating, joining, controlling or
participating in the ownership, management, operation or control of; or be
connected as a partner, consultant or otherwise, with any profit or non-profit
business or organization which directly competes with the Company or any of its
subsidiaries.
If Mr. Peskaitis's employment is terminated due to the mutual agreement
of the parties or the bankruptcy, receivership, dissolution or cessation of the
Company, Mr. Peskaitis would be entitled to receive one half of his then current
salary. If Mr. Peskaitis 's employment is terminated at the discretion of the
Company, Mr. Peskaitis would be entitled to receive his salary for the remainder
of the term of the employment agreement.
PARIS KARAHALIOS'S EMPLOYMENT AGREEMENT
The Company's employment agreement with Mr. Karahalios
provided that the Company would employ Mr. Karahalios as its Senior Vice
President for a term of five years, at an annual salary of $120,000 subject to
an increase of 3% on each of the anniversaries of the employment agreement. In
addition, Mr. Karahalios's employment agreement obligates Mr. Karahalios to
refrain from directly or indirectly, for a period of one (1) year from the date
of termination, owning (excluding the holding of securities of any corporation
whose securities are publicly traded if such securities owned by Karahalios do
not exceed one percent (1%) in value of all of the issued and outstanding
securities of such corporation) managing, operating, joining, controlling or
participating in the ownership, management, operation or control of; or be
connected as a partner, consultant or otherwise, with any profit or non-profit
business or organization which directly competes with the Company or any of its
subsidiaries.
If Mr. Karahalios's employment is terminated due to the mutual
agreement of the parties or the bankruptcy, receivership, dissolution or
cessation of the Company, Mr. Karahalios would be entitled to receive one half
of his then current salary. If Mr. Karahalios 's employment is terminated at the
discretion of the Company, Mr. Karahalios would be entitled to receive his
salary for the remainder of the term of the employment agreement.
3
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PERFORMANCE GRAPH
The Performance Graph below shall not be deemed incorporated by
reference by any general statement incorporating by reference this Annual Report
into any filing under the Securities Act or under the Exchange Act, except to
the extent LEXON specifically incorporates this information by reference, and
shall not otherwise be deemed filed under these Acts.
Shown below is a line graph comparing the percentage change for the
period beginning August 2, 1999, the beginning of the month proceeding the
Company's acquisition of Chicago Map, and ending December 31, 1999 in the
cumulative total shareholder return on LEXON's common stock with the cumulative
total return of the NASDAQ Composite Stock Index and MAPQUEST, Inc.
Historical stock price performance shown on the graph is not
necessarily indicative of the future price performance.
NASDAQ COMPOSITE
LEXON TECHNOLOGIES, INC. MAPQUEST, INC. STOCK INDEX
------------------------ -------------- -----------
August 2, 1999 1(6.375) 1(14.5) 1(2,623.63)
August 31, 1999 1.16 1.2 .96
September 30, 1999 1.275 1.22 .96
October 29, 1999 1.42 .94 .88
November 30, 1999 2.55 .58 .77
December 31, 1999 2.84 .64 .65
4
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial
ownership of the Company's common stock as of April 5, 2000, for (a) each
officer of LEXON, (b) each director and nominee for director of LEXON, (c) each
stockholder known by LEXON to own beneficially 5% or more of the outstanding
shares of common stock of LEXON and (d) all officers, directors and nominees for
director of LEXON as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
NAME BENEFICIALLY OWNED (1) OUTSTANDING SHARES
---- ---------------------- ------------------
<S> <C> <C>
OFFICERS:
Steven J. Peskaitis (2) ............................. 2,902,996 13%
Paris Karahalios (3) ................................ 1,473,800 6.6%
Anthony Perino (4) .................................. 11,101,700 50%
Jerome J. Wolowicki (5) ............................. -- *
John B. McLean (6) .................................. 844,000 3.8%
DIRECTORS:
Thomas Rieck (7) .................................... 48,280 *
Peter J. Haleas (8) ................................. -- *
James Rooney (9) .................................... 12,550 *
Mike Barnett (10) ................................... 557,900 2.5%
5% STOCKHOLDERS:
Miller Capital Corporation, Stephen McConnell,
Jock Patton, Dickerson Wright (11) .................. 964,999 4.3%
All Officers, Directors and nominees for
Director as a group (10 persons) .................... 80%
</TABLE>
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* Less than 1% of the issued and outstanding shares of the common stock of
LEXON.
(1) Unless otherwise indicated below, the persons and entities named in the
table have sole voting and sole investment power with respect to all shares
beneficially owned, subject to community property laws where applicable.
Percentage of beneficial ownership is based on 22,167,657 shares of common
stock outstanding as of April 5, 2000, including shares of common stock
subject to options and warrants that are currently exercisable or
exercisable within 60 days, which are deemed to be outstanding and to be
beneficially owned by the person holding the options or warrants. Table
does not include the Company's directors and officers who held such
positions prior to the Company's acquisition of Chicago Map Corporation and
adoption of the name LEXON Technologies, Inc.
(2) Includes 456,996 shares subject to options exercisable within 60 days and
446,000 shares subject to warrants exercisable within 60 days. Does not
include 2,774,600 shares deposited into the Perino Voting Trust, Anthony
Perino, Voting Trustee. Mr. Peskaitis' address is 1401 Brook Drive, Downers
Grove, Illinois 60515.
(3) Includes 743,000 shares subject to options exercisable within 60 days. Mr.
Karahalios' address is 231 Sutton Street, Suite 2-D, North Andover,
Massachusetts 01845.
(4) Includes 4,100,000 shares subject to warrants exercisable within 60 days
and 4,001,700 shares held by Mr. Perino as Trustee of the Perino Voting
Trust, of which shares, 2,774,600 shares were deposited by Steven J.
Peskaitis and 1,227,100 shares were deposited by Stanley Peskaitis. With
respect to the shares held by Mr. Perino as Voting Trustee, Mr. Perino
retains voting power over the shares until August 9, 2001 and Messrs.
Peskaitis and Peskaitis retain all economic interests related to such
shares. Mr. Perino's address is 720 Plainfield Road, Suite 200,
Willowbrook, Illinois 60521.
(5) Mr. Wolowicki's address is 1401 Brook Drive, Downers Grove, Illinois 60515.
(6) Includes 743,000 shares subject to options exercisable within 60 days and
100,000 shares subject to warrants exercisable within 60 days. Mr. McLean's
address is 200 Fox Hunt Trail, Barrington, Illinois 60010.
(7) Includes 22,400 shares subject to options exercisable within 60 days held
of record by Rieck & Crotty, of which Mr. Rieck is a partner, 13,330 shares
held of record by Rieck & Crotty, and 22,400 shares held of record by Rieck
& Crotty PC Profit Sharing Plan. Mr. Rieck's address is 55 West Monroe,
Suite 3390, Chicago, Illinois 60603.
(8) Mr. Haleas' address is 1970 North Halsted, Chicago, Illinois 60614.
(9) Includes 12,550 shares subject to options exercisable withing 60 days. Mr.
Rooney's address is 1272 Camelot Lane, Lemont, Illinois 60439.
(10) Includes 115,500 shares subject to options exercisable within 60 days. Mr.
Barnett's address is 324 Lintz, Lemont, Illinois 60439.
(11) Includes 539,999 shares held by Miller Capital Corporation, 112,501 shares
held of record by Stephen McConnell, 12,500 shares held of record by Jock
Patton, 224,999 shares held of record by Dickerson Wright, 25,000 shares
subject to warrants held of record by Miller Capital Corporation
exercisable within 60 days, 12,500 shares subject to warrants held of
record by Stephen McConnell exercisable within 60 days, 12,500 shares
subject to warrants held of record by Jock Patton exercisable within 60
days, and 25,000 shares subject to warrants held of record by Dickerson
Wright exercisable within 60 days. Although this group does not hold 5% of
LEXON's shares of common stock on a fully diluted basis, it holds 7% of
LEXON's issued and outstanding shares of stock on an undiluted basis. This
group's address is 4909 East McDowell Road, Phoenix, AZ 85008.
5
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 12, 1999, Chicago Map, which had previously served as the
exclusive developer and licensee of mapping software invented and owned by
Trius, Inc., a Massachusetts corporation ("Trius"), acquired Trius's mapping
application technologies in an asset purchase transaction. Paris Karahalios, a
director and officer of the Company, was a director, officer and shareholder of
Trius.
On March 26, 1999, the Company issued warrants to purchase 100,000
shares of common stock at $2.50 per share to Mark Scharmann, a former officer
and director of the Company, in connection with an Interim Loan Agreement dated
as of March 26, 1999, by and between the Company and Mr. Scharmann. Under the
March 26, 1999 Interim Loan Agreement, the Company borrowed $100,000 at an
annual interest rate of 12% with a term of three months. In connection with the
Interim Loan Agreement, Mr. Scharmann took a security interest in the Company's
accounts receivable and 250,000 shares, held in escrow of LEXON common stock
owned by an officer of LEXON. The warrant vested immediately and is exercisable
for a period of 18 months and includes piggyback registration rights.
On April 29, 1999, the Company issued a warrant to purchase 100,000
shares of common stock at $2.50 per share to Steven J. Peskaitis, an officer and
director of the Company, in connection with an Interim Loan Agreement, dated
April 29, 1999, by and between the Company and Mr. Peskaitis. Under the Interim
Loan Agreement, the Company borrowed $100,000 at an annual interest rate of 12%
with a term of four months. In connection with this Interim Loan Agreement, Mr.
Peskaitis took a security interest in assets of the Company. The warrant vested
immediately and is exercisable for a period of 18 months and includes piggyback
registration rights.
On July 10, 1999, the Company issued a warrant to purchase 23,000
shares of common stock at $2.50 per share to Steven J. Peskaitis, an officer and
director of the Company. This warrant was issued in connection with an Interim
Loan Agreement, by and between the Company and the holder of this warrant. Under
the Interim Loan Agreement, dated July 10, 1999, the Company borrowed $23,000 at
an annual interest rate of 12% with a maturity date of November 10,1999. In
connection with the Loan Agreement, Peskaitis took a security interest in assets
of the Company. The warrant vested immediately and is exercisable for a period
of 18 months and includes piggyback registration rights.
On July 10, 1999, the Company issued a warrant to purchase 100,000
shares of common stock at $2.50 per share to Stanley Peskaitis, a former officer
of the Company, in connection with an Interim Loan Agreement by and between the
Company and Mr. Peskaitis. Under the Interim Loan Agreement, dated July 10,
1999, the Company borrowed $100,000 at an annual interest rate of 12% with a
maturity date of November 10, 1999. In connection with the Loan Agreement,
Peskaitis took a security interest in the assets of the Company. The warrant
vested immediately and is exercisable for a period of 18 months and includes
piggyback registration rights.
On July 10, 1999, the Company issued a warrant to purchase 50,000
shares of common stock at $2.50 per share to John McLean, a former director and
officer of the Company, in connection with an Interim Loan Agreement, by and
between the Company and Mr. McLean. Under the Interim Loan Agreement, dated July
10, 1999, the Company borrowed $50,000 at an annual interest rate of 12% with a
maturity date of November 10, 1999. In connection with the Loan Agreement,
McLean took a security interest in the assets of the Company. The warrant vested
immediately and is exercisable for a period of 18 months and includes piggyback
registration rights.
On July 26, 1999, the Company issued a warrant to purchase 100,000
shares of common stock at $2.50 per share to Mark Scharmann, a former director
and officer of the Company, in connection with the March 26, 1999 Interim Loan
Agreement, between Mr. Scharmann and the Company. The warrant vested immediately
and is exercisable for a period of 18 months and includes piggyback registration
rights. This issuance was exempt from registration in reliance on Section 4(2)
of the Act.
On August 29, 1999, the Company issued a warrant to purchase 100,000
shares of common stock at $2.50 per share to Steven J. Peskaitis. This warrant
was issued in connection with the extension by Mr. Peskaitis of the term of a
loan under the Interim Loan Agreement, dated April 29, 1999, by and between the
Company and Mr. Peskaitis. The warrant vested immediately and is exercisable for
a period of 18 months and includes piggyback registration rights. This issuance
was exempt from registration in reliance on Section 4(2) of the Act.
6
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On November 10, 1999, the Company issued a warrant to purchase 23,000
shares of common stock at $0.50 per share to Steven J. Peskaitis. This warrant
was issued in connection with the extension by Mr. Peskaitis of the term of the
July 10, 1999 Interim Loan Agreement between the Company and Mr. Peskaitis. The
warrant vested immediately and is exercisable for a period of 18 months and
includes piggyback registration rights. This issuance was exempt from
registration in reliance on Section 4(2) of the Act.
On November 10, 1999, the Company issued a warrant to purchase 100,000
shares of common stock at $0.50 per share to Stan Peskaitis. This warrant was
issued in connection with the extension by Mr. Peskaitis of the term of the July
10, 1999 Interim Loan Agreement by and between the Company and Mr. Peskaitis.
The warrant vested immediately and is exercisable for a period of 18 months and
includes piggyback registration rights.
On November 10, 1999, the Company issued a warrant to purchase 50,000
shares of common stock at $0.50 per share to John Mclean, a former officer of
the Company. This warrant was issued in connection with the extension by Mr.
McLean of the term of the July 10, 1999 Interim Loan Agreement by and between
the Company and Mr. McLean. The warrant vested immediately and is exercisable
for a period of 18 months and includes piggyback registration rights.
On November 26, 1999, the Company issued a warrant to purchase 100,000
shares of common stock at $0.50 per share to Mark Scharmann, a former officer
and director of the Corporation, in connection with Mr. Scharmann's extension of
the term of the March 26, 1999 Interim Loan Agreement between Mr. Scharmann and
the Company. The warrant vested immediately and is exercisable for a period of
18 months and includes piggyback registration rights.
On December 29, 1999, the Company issued a warrant to purchase 100,000
shares of common stock at $0.50 per share to Steven J. Peskaitis. This warrant
was issued in connection with the extension by Mr. Peskaitis of the term the
April 29, 1999 Interim Loan Agreement, between the Company and Mr. Peskaitis.
The warrant vested immediately and is exercisable for a period of 18 months and
includes piggyback registration rights. This issuance was exempt from
registration in reliance on Section 4(2) of the Act.
Thomas Rieck, a former director of the Company, is a partner in the law
firm of Reick & Crotty, which provided legal services to the Company during
1999.
During 1999, the Company leased office facilities on a month-to-month
basis from a stockholder at a monthly rental of $3,000 for an aggregate amount
of $12,000.
On February 9, 2000, the Company engaged Wolowicki & Associates, L.L.C,
of which Jerome J. Wolowicki, a director and officer of the Company, is a
principal, to provide it with consulting services.
On February 9, 2000, Anthony J. Perino, a director and officer of the
Company, acquired 1,000,000 shares of LEXON common stock from LEXON in exchange
for $250,000. In addition, in connection with this transaction, Mr. Perino
received Warrants to purchase up to an additional 4,100,000 shares of LEXON
common stock. The Warrants are exercisable at prices from $0.25 per share to
$0.50 per share and expire at certain times between September 1, 2000 and August
9, 2001.
7
<PAGE> 10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant's officers and directors, pursuant to a
duly executed power of attorney, and the registrant have duly caused this report
to be signed on their behalf by the undersigned, thereunto duly authorized.
LEXON Technologies, Inc.
Dated May 1, 2000 /s/ Anthony Perino
-------------------------------------------
Anthony Perino, Chairman of the Board and
Chief Executive Officer
Dated May 1, 2000 /s/ Jerome J. Wolowicki
-------------------------------------------
Jerome J. Wolowicki, Director, Chief
Financial Officer and Treasurer
