<PAGE>
As filed with the Securities and Exchange Commission on April 12, 2000
Registration No. 33-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
Lifef/x, Inc.
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(Exact name of Registrant as specified in its charter)
Nevada 84-1385529
- --------------------------------- -----------------------------
(State or other jurisdiction (I.R.S. Employee I.D. Number)
of incorporation or organization)
153 Needham Street, Building N1 Newton, Massachusetts 02164
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(Address of Principal Executive Offices) (Zip Code)
LIFEF/X, INC. 1999
LONG TERM INCENTIVE PLAN
------------------------------
(Full title of the plan)
(617) 551-5849
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(Telephone number, including area code, of agent for service)
Copies of all communications to:
Michele E. Beuerlein, Esq.
Loeb & Loeb LLP
1000 Wilshire Boulevard, Suite 1800
Los Angeles, California 90017
Telephone: (213) 688-3400
Facsimile: (213) 688-3460
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum Amount of
Title of securities to Amount to be offering price aggregate offering registration
be registered registered/(1) (2)/ per unit/(3)/ price fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 7,981,850 $24.75 $197,550,787.50 $52,154
===============================================================================================================
</TABLE>
(1) Determined pursuant to Rule 457(h).
(2) This Registration Statement shall also cover any additional shares of
common stock which becomes issuable under the Lifef/x, Inc. 1999 Long Term
Incentive Plan by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
Registrant's outstanding shares of common stock.
(3) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 (c) and (h) under the Securities Act of 1933 ("Securities
Act"), as amended, based on the average of the high and low prices on the
OTC Bulletin Board for the Registrant's Common Stock on April 11, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents of Lifef/x, Inc. (the "Company") previously filed
with the Securities and Exchange Commission (the "Commission") by the Company
are incorporated into this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999; and
(b) The description of the Company's common stock contained in the
Company's registration statement filed with the Commission under Section 12 of
the Exchange Act of 1934 ("Exchange Act"), as amended, including any amendment
or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all shares offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
such documents.
Item 4. Description of Securities.
-------------------------
No description of the class of securities to be offered is required under
this item because the class of securities to be offered is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
No such interests.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Sections 78.7502, 78.751 and 78.752 of the Nevada General Corporation Law
govern the general principles regarding the indemnification of directors and
officers. These sections empower a corporation to indemnify its directors and
officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors or officers. However, these statutory
provisions do not eliminate or limit the liability of a director or officer:
. for any breach of their duty of loyalty to the corporation of its
stockholders;
. for acts or omissions which involve intentional misconduct, fraud of a
knowing violation of the law; or
. for the payment of distributions in violation of Nevada General
Corporation Law Section 78.300.
<PAGE>
The Nevada law provides further that the indemnification permitted by the
law shall not be deemed exclusive of any other rights to which the directors and
officers may be entitled under a corporation's By-Laws, any agreement, a vote of
stockholders or otherwise.
Article VII of the Company's Articles of Incorporation limits the liability
of the Company's directors and officers. As permitted by applicable provisions
of the Nevada Law, directors and officers will not be liable to the Company for
monetary damages arising from a breach of their fiduciary duty as a director and
officer in certain circumstances. This limitation does not affect liability for
any breach of a director's or officer's duty to the Company or the stockholders
(i) with respect to approval by the director or officer of any transaction from
which he or she derives an improper personal benefit, (ii) with respect to acts
or omissions involving an absence of good faith, that the director or officer
believes to be contrary to the best interests of the Company or the
stockholders, that involve intentional misconduct or a knowing and culpable
violation of the law, that constitute an unexcused pattern or inattention that
amounts to an abdication of his or her duty to the Company or the stockholders,
or that show a reckless disregard for duty to the Company or the stockholders in
circumstances in which he or she was, or should have been aware, in the ordinary
course or performing his or her duties, of a risk of serious injury to the
Company or the stockholders, or (iii) based in transactions between the Company
and the director or officer or another corporation with interrelated directors
or officers or based on improper distributions, loans or guarantees under
applicable sections of Nevada law. This limitation of directors' and officers'
liability also does not affect the availability of equitable remedies such as
injunctive relief or recession. In addition, Article VIII of the Company's By-
Laws requires the Company to indemnify its directors and officers to the fullest
extent permitted by law. At present, there is no pending litigation or
proceeding involving any director or officer where indemnification will be
required or permitted. The Company is not aware of any threatened litigation or
proceeding that might result in a claim for such indemnification.
The Company has entered into and intends to enter into contractual
indemnification agreements with certain directors and officers that requires the
Company to indemnify such persons to the fullest extent permitted by Nevada law.
These agreements provide further that (i) in the event of any change after the
date of these agreements in any applicable law, statute or rule which expands
the right of a Nevada corporation to indemnify a director or officer, such
changes shall, ipso facto, be within the purview of such persons' rights and the
Company's obligations, under these agreements and (ii) in the event of any
change in applicable law, statue or rule which narrows the right of a Nevada
corporation to indemnify a director or officer, such changes, to the extent not
otherwise required by such law, statute or rule applied to these agreements,
shall have no effect on these agreements or the parties' rights and obligations
under these agreements.
The company also has entered into contractual employment agreements with
certain directors and officers that require the Company to indemnify and hold
harmless the director or officer against any and all losses, claims, damages or
liabilities (including reasonable attorneys' fees), and all actions, claims or
proceedings in respect thereof, brought against such director or officer by any
third party by reason of their status or service as a director or officer if the
director or officer acted in good faith and for a purpose he or she reasonably
believed to be in the best interests of the Company and, in criminal
proceedings, in addition, had no reasonable cause to believe that his or her
conduct was unlawful. However, the Company shall not be liable to any extent
that any loss, claim, damage, liability or expense: is found by a court of
competent jurisdiction to arise (i) from the gross negligence or willful
misconduct of the director or officer or (ii) out of or relate to the directors'
or officers' acts or omissions, negligent or otherwise, relating to any of the
outside business and investment activities of the directors and officers as
specifically permitted in their respective employment agreement.
<PAGE>
Item 7. Exemption from Registration Claimed.
------------------------------------
Not Applicable.
Item 8. Exhibits.
--------
The following is a complete list of exhibits filed as a part of this
Registration Statement, which Exhibits are incorporated herein.
4.1 Instruments Defining the Rights of Stockholders. Reference is made to
the Registrant's Registration Statement No. 000-25171 on Form
10SB12G/A, together with any exhibits thereto, which are incorporated
herein by reference pursuant to Item 3(b) to this Registration
Statement.
4.2 Lifef/x, Inc. 1999 Long Term Incentive Plan including Amendment which
is incorporated by reference to Form SB-2 filed by Lifef/x, Inc. on
March 21, 2000.
5.1 Legal Opinion of Branden T. Burningham, Esq. (including consent).
23.1 Consent of KPMG LLP.
24.1 Power of Attorney (included in the Signature Page).
24.2 Certified copy of resolution of Lifef/x, Inc.'s Board of Directors
adopted on March 16, 2000 authorizing signature to amendments to this
Form S-8 by Power of Attorney.
Item 9. Undertakings.
------------
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to include any
additional or changed material information on the plan of distribution.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of those 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.
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 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
<PAGE>
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 the time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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 small business issuer of expenses incurred or paid
by a director, officer or controlling person of the small business issuer
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 small business issuer will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, State of Massachusetts, on April 11, 2000.
Lifef/x, Inc.
By: /s/ Lucille S. Salhany
------------------------------------
Name: Lucille S. Salhany
Co-President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Lucille S. Salhany Co-President, Chief Executive April 11, 2000
- ------------------------------------
Lucille S. Salhany Officer and Director
/s/ Michael Rosenblatt Co-President and Chairman of April 11, 2000
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Michael Rosenblatt the Board
/s/ Richard A. Guttendorf, Jr. Chief Financial Officer, April 11, 2000
- ------------------------------------
Richard A. Guttendorf, Jr. Secretary and Director
/s/ Dr. Ian Hunter Director April 11, 2000
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Dr. Ian Hunter
/s/ Robert Verratti Director April 11, 2000
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Robert Verratti
/s/ Stephen Andriole Director April 11, 2000
- ------------------------------------
Stephen Andriole
</TABLE>
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lucille S. Salhany and Richard A.
Guttendorf, as his true and lawful attorneys-in-fact and agents, and each of
them with full power to act without the other, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 of LifeF/X, Inc., and to file the
same, with all exhibits thereto, and other documents in connection therewith
with the Securities and Exchange Commission, grant unto said attorneys-in-fact,
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or his substitutes, may lawfully do or cause to be done by virtue
thereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date stated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Lucille S. Salhany Co-President, Chief Executive April 11, 2000
- ---------------------------------------
Lucille S. Salhany Officer and Director
/s/ Michael Rosenblatt Co-President and Chairman of April 11, 2000
- ---------------------------------------
Michael Rosenblatt the Board
/s/ Richard A. Guttendorf, Jr. Chief Financial Officer, April 11, 2000
- ---------------------------------------
Richard A. Guttendorf, Jr. Secretary and Director
/s/ Dr. Ian Hunter Director April 11, 2000
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Dr. Ian Hunter
/s/ Robert Verratti Director April 11, 2000
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Robert Verratti
/s/ Stephen Andriole Director April 11, 2000
- ---------------------------------------
Stephen Andriole
</TABLE>
<PAGE>
EXHIBIT INDEX
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Exhibit No. Description
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4.1 Instruments Defining the Rights of Stockholders. Reference is made
to the Registrant's Registration Statement No. 000-25171 on Form
10SB12G/A, together with any exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(b) to this
Registration Statement.
4.2 Lifef/x, Inc. 1999 Long Term Incentive Plan including Amendment
which is incorporated by reference to Form SB-2 filed by Lifef/x,
Inc. on March 21, 2000.
5.1 Legal Opinion of Branden T. Burningham, Esq. (including consent).
23.1 Consent of KPMG LLP.
24.1 Power of Attorney (included in the Signature Page).
24.2 Certified copy of resolution of Lifef/x, Inc.'s Board of Directors
adopted on March 16, 2000 authorizing signature to amendments to
this Form S-8 by Power of Attorney.
<PAGE>
Exhibit 5.1
-----------
April 11, 2000
Lifef/x, Inc.
153 Needham Street, Building N1
Newton, Massachusetts 02164
Re: Lifef/x, Inc., a Nevada corporation (the "Company")
Ladies and Gentlemen:
I refer to the Company's Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement"), which will be
filed with the Securities and Exchange Commission. The Registration Statement
relates to the registration of approximately 7,981,850 shares of the Company's
one mill ($0.001) par value common stock (the "Common Stock"), issuable pursuant
to the exercise of options issued under the Company's 1999 Long Term Incentive
Plan (the "Plan").
Assumptions
-----------
In rendering the opinion expressed below, I have assumed, with your
permission and without independent verification or investigation:
1. That all signatures on documents I have examined in connection
herewith are genuine and that all items submitted to me as original are
authentic and all items submitted to me as copies conform with originals;
2. Except for the documents stated herein, there are no documents
or agreements between the Company and/or any third parties which would expand or
otherwise modify the respective rights and obligations of the parties as set
forth in the documents referred to herein or which would have an effect on the
opinion;
3. That each of the documents referred to constitutes the legal,
valid and binding obligation of the party executing the same; and
4. That as to all factual matters, each of the representations and
warranties contained in the documents referred to herein is true, accurate and
complete in all material respects, and the opinion expressed herein is given in
reliance thereon.
I have examined the following documents in connection with this matter:
<PAGE>
1. Articles of Incorporation of the Company, as amended;
2. Bylaws of the Company, as amended;
3. The Registration Statement;
4. The Plan and exhibits thereto; and
5. Unanimous Consents of the Board of Directors; the Compensation
Committee; and the majority stockholders of the Company.
I have also examined various other documents, books, records,
instruments and certificates of public officials, directors, executive officers
and agents of the Company, and have made such investigations as I have deemed
reasonable, necessary or prudent under the circumstances. Also, in rendering
this opinion, I have reviewed various statutes and judicial precedence as I have
deemed relevant or necessary.
I have examined the proceedings heretofore taken and am familiar with
the procedures proposed to be taken by the Company in connection with the
authorization, issuance and sale of the Common Stock.
During the course of my review of this matter, I noted that on March
14, 2000, the Company's Board of Directors resolved to increase the number of
shares of Common Stock by 2,452,475 shares (the "Increase Shares"), from
5,529,375 shares to 7,981,850 shares, with this increase to be subject to
approval by the Company's stockholders. To my knowledge, the stockholders have
not yet approved this increase, and any opinions expressed herein with respect
to the Increase Shares will be subject to and conditioned upon the timely
approval of the increase by the Company's stockholders.
Subject to the foregoing, it is my opinion that the Common Stock to be
issued and sold by the Company pursuant to the Registration Statement will be,
when sold and paid for pursuant to the terms of the Plan, legally issued, fully
paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Sincerely yours,
/s/ Branden T. Burningham
Branden T. Burningham
<PAGE>
Exhibit 23.1
------------
[LETTERHEAD OF KPMG]
Independent Accountants' Consent
The Board of Directors
LifeF/X, Inc.
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the LifeF/X, Inc. 1999 Long Term Incentive Plan of our
report dated February 18, 2000, with respect to the consolidated balance sheets
of LifeF/X, Inc. and subsidiary as of December 31, 1999 and 1998 and the related
consolidated statements of operations and cash flows for each of the years in
the two-year period ended December 31, 1999 and for the period from June 1, 1997
(inception) to December 31, 1997 and the period from June 1, 1997 (inception) to
December 31, 1999, which consolidated financial statements are included in the
Lifef/x, Inc. 1999 Annual Report on Form 10-KSB.
/s/ KPMG LLP
Los Angeles, California
April 11, 2000
<PAGE>
Exhibit 24.2
------------
CERTIFICATE OF SECRETARY
The undersigned hereby certifies that he is the duly authorized Secretary
of Lifef/x, Inc. (the "Corporation"), a Nevada corporation, and that the
following resolutions were adopted by unanimous written consent of the Board of
Directors of the Corporation on March 16, 2000:
S-8 REGISTRATION STATEMENT
--------------------------
RESOLVED, that the Chairman, Chief Executive Officer and Chief Financial
Officer of the Corporation, with the assistance of its accountants and counsel
be, and each of them acting singly hereby is, authorized to prepare, execute and
file with the Commission on behalf of the Corporation one or more registration
statements on Form S-8 or an equivalent form, including the prospectus and any
and all exhibits and other documents relating thereto, for registration under
the Securities Act of all shares of the Common Stock issued or to be issued upon
exercise of options granted or to be granted under the 1999 Long Term Incentive
Plan (the "Plan") and any and all amendments to said registration statements,
all in such form as the officers executing the same, on the advice of counsel,
may deem necessary or appropriate.
RESOLVED, FURTHER, that Lucille Salhany be, and hereby is, appointed as
designated as the person duly authorized to receive communications and notices
from the Commission with respect to the registration statements on Form S-8
heretofore authorized.
RESOLVED, FURTHER, that the officers and directors who may be required to
execute said registration statements or any amendments thereto (whether on
behalf of the Corporation or as an officer or director thereof or by attesting
the seal of the Corporation or otherwise) be, and each of them acting singly
hereby is, authorized to execute a power of attorney appointing Lucille Salhany
and Richard A. Guttendorf, and each of them severally, his true and lawful
attorneys and agents to execute in his name, place and stead (in any such
capacity) said registration statements and any and all amendments thereto, and
all instruments necessary or appropriate in connection therewith, to attest the
seal of the Corporation thereon, and to file the same with the Commission, said
attorneys and agents to have power to act with or without the other, and to have
full power and authority to do and perform in the name and on behalf of each of
said officers or directors and act whatsoever necessary or advisable in the
premises as fully and to all intents and purposes as any such officer or
director might or could do in person.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Secretary as of April 11, 2000.
/s/ Richard A. Guttendorf, Jr.
______________________________________
Richard A. Guttendorf, Jr., Secretary
