U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TXON INTERNATIONAL DEVELOPMENT CORPORATION
(Name of Small Business Issuer)
Nevada 87-0629754
(State or other jurisdiction of (I.R.S. Employee Identification No.)
incorporation or organization
3672 East Cove Point Dr., Salt Lake City, Utah 84109
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(Address of Principal Executive Offices) (Zip Code)
Txon International Development Corporation Year
2000 Non-qualified Stock Option Plan
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(Full Title of Plans)
James N. Barber, Esq.,
Suite 100, Bank One Tower, 50 West Broadway,
Salt Lake City, UT 84101
(801) 364-6500
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered: registered per share price fee
------------ ---------------- --------------- --------- -------------
Common Stock 1,000,000 shares ($0.02) $ 20,000 $ 26.40
Part I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Introduction
TXON International Development Corporation, a Nevada corporation (the
"Company"), has adopted a Year 2000 Non-Qualified Stock Option Plan for its
employees, directors and consultants (hereinafter referred to as the "Plan").
Pursuant to this Plan, the board of directors of the Company can issue up to
an aggregate of 1,000,000 shares of its common stock, par value $.001 per
shares (the"Common Stock"), over a 10 year period.
General
The Plan was adopted on May 27, 2000, and has been approved by the board of
directors. The plan is intended to aid the Company in maintaining and
continuing to attract and retain quality management, attract qualified
employees, directors, and consultants, provide such individuals with an
incentive to remain employees, directors, and consultants of the Company, and
to use their best efforts to promote the Company's growth and profitability.
The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA") or qualified under section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code"). The Plan is
administered by the board of directors of the Company, which is authorized to
appoint such committees as the board may designate to administer the Plan.
Among other things, the board, or a duly authorized committee, has the
authority to interpret the Plan (which interpretation is binding on
participants), to determine which employees, directors, or consultants receive
stock options, to decide the number of shares subject to such options, and to
establish the terms of the options (which need not be identical with other
options or rights granted under the Plan). Members of the board of directors
are to be elected annually and hold office until the next annual meeting and
until a successor is elected and qualified. Directors may be removed, either
with or without cause, by sixty percent of the vote of the shareholders
entitled to elect directors. The current members of the board of directors are
Richard A. Ford, Gary Lewis and Jeanie Hildebrand. The address of the board of
10584 S. 700 E. Suite 228,Sandy, Utah 84070 directors is c/o the Company at .
The telephone number is (801)694-0290. Information concerning changes in the
membership of the board of directors or the appointment of any committee will
be provided in the future in either the Company's proxy statements, annual
reports, or amendments to this document.
Options to purchase a maximum of 1,000,000 shares of Common Stock may be
granted under the Plan. Options under the Plan are "non-qualified" stock
options. The number of shares of Common Stock issuable under the Plan may be
subject to adjustment in the event of changes in the outstanding shares of
Common Stock resulting from stock dividends, stock splits, or
recapitalization, or in the event of certain transfers of assets by the
Company. The number of shares of Common Stock subject to previously issued
options and the exercise price under the terms of such options will also be
adjusted in any such event or in the event of certain transfers of assets by
the Company.
Employees, including officers and directors, of the Company and its
subsidiaries are eligible to receive options under the Plan. The Plan also
permits the issuance of options to individuals who are not employees, but who
have provided bona fide services to the Company or a subsidiary not in
connection with the offer or sale of securities in a capital-raising
transaction. The options will be in the amounts, and will have the rights and
be subject to the restrictions, as may be determined by the board of
directors, or a duly authorized committee.
Options granted under the Plan swill not be transferable other than by will or
the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined in the Code. Except as permitted by the foregoing,
each option granted under the Plan and the rights and privileges thereby
conferred cannot be transferred, assigned, pledged, or hypothecated in any way
(whether by operation of law or otherwise). The options will not be subject to
execution, attachment, or similar process. Any attempt to transfer, assign,
pledge, hypothecate, or otherwise dispose of an option, or of any right or
privilege conferred thereby, contrary to such provisions, or on the. levy of
any attachment or similar process on such rights and privileges, shall render
the option and such rights and privileges null and void.
If any holder of an option, except a consultant, is terminated or resigns from
his or her position with the Company or a subsidiary within six months of the
grant of an option, any unexercised portion of such option shall immediately
become null and void and such holder shall have no further rights as to such
option. If any officer or employee, except a consultant, of the Company or a
subsidiary is terminated at any time for gross negligence in the performance
of his or her duties, substantial failure to meet written standards
established by the Company for the performance of his or her duties, criminal
misconduct, or willful or gross misconduct in the performance of his or her
duties, the board of directors or a duly authorized committee may cancel any
and all rights such individual may have in the unexercised portion of any
option held at the time of termination. The board of directors or a duly
authorized committee may, at the time of the grant of the option, establish
other restrictions on the exercise of such option subsequent to the
termination or resignation of any individual.
Exercise of Options
The exercise price of options granted under the Plan shall be determined by
the board of directors or a duly authorized committee on the date of the grant
of the option. The exercise price for options granted under the Plan must be
paid either in cash, certified check, or other consideration acceptable to the
Company. If provided by the board of directors at the time of the grant of the
option, payment can be made, in whole or in part, by delivery of shares of
Common Stock valued at the fair market value of such shares on the date of
exercise. Any payment that is approved by the board of directors that provides
for the payment of the option price over a period of more than one year must
also include interest at least equal to the imputed interest proved for in
section 483 of the Code. An optionee must exercise an option by delivering
written notice to the Company stating the intent to exercise the option, the
number of shares with respect to which the option is being exercised, and the
manner of payment. Stock options granted under the Plan may have a term of not
more than five years from the date of grant.
If an option granted under the Plan should expire or terminate for any reason
without having been exercised in full the unpurchased shares subject to that
option will again be available for grant under the Plan. The shares of Common
Stock subject to the Plan or any outstanding option, and the exercise price of
outstanding options may be subject to proportionate adjustment in the event of
a stock dividend on the Common Stock or a change in the number of issued and
outstanding shares of Common Stock as a result of a stock split,
consolidation, or other recapitalization.
Options will vest and become exercisable at such times and under such terms as
the board of directors, or a duly authorized committee shall establish at the
time of grant.
Amendments and Termination
The Plan may be abandoned or terminated by the board of directors or a duly
authorized committee at any time, except with respect to any outstanding
options. The Plan will automatically terminate on April 5th, 2010, ten years
after the Plan was adopted by the board of directors. No options may be
granted under the terms of the Plan after its termination date. The board of
directors may from time to time, but no more than once every six months, amend
the Plan with respect to any shares of Common Stock as to which options have
not been granted. No termination or amendment may adversely affect the rights
of a holder of a previously issued option without the consent of that holder.
Resale of Common Stock
The Company has filed a registration statement on Form S-8 with the
Commission. Shares of Common Stock purchased on exercise of options granted
under the Plan may be freely sold, subject to the requirement that any such
sales by "affiliates" of the Company, as defined under the Securities Act, and
donees of such affiliates, must be made either pursuant to the separate
prospectus prepared in accordance with the requirements of the Securities Act
or pursuant to rule 144 under the Securities Act, unless the sale of such
securities is otherwise exempt from the registration requirements of the
Securities Act. An employee who is not an executive officer, director, or 5%
or more stockholder of the Company or its subsidiaries generally would not
generally be deemed to be an "affiliate" of the Company. The Securities and
Exchange Commission ("Commission') has published for comment proposed
amendments to the registration statement on Form S-8 and related rules under
the Securities Act, and regulations promulgated thereunder, to restrict the
use of the form for the sale of securities to consultants and advisors. The
proposals are intended to eliminate the abuse of Form S-8 purportedly to
register offerings to consultants and advisors who then act as statutory
underwriters to sell the securities to the general public, and to register
securities issued as compensation to consultants who promote the registrant's
securities. No date has been set for adoption of the proposed rule changes.
Unless the registration statement with respect to the option and the Common
Stock subject to the option (collectively referred to as the "Securities") is
effective at the time of issuance or exercise, the Securities will be issued
in reliance on specific exemptions from the registration requirements for
transactions by an issuer not involving a public offering and specific
exemptions under state statutes. Any disposition of the Securities may, under
certain circumstances, be inconsistent with such exemptions. The Securities
may be offered for sale, sold, or otherwise transferred only if (i) registered
under the Securities Act, and in some cases, under the applicable state
securities acts, or, if not registered, (ii) only if pursuant to an exemption
from such registration requirements and only after the holder provides an
opinion of counsel or other evidence satisfactory to the Company to the effect
that registration is not required. In some states, specific conditions must be
met or approval of the securities regulatory authorities may be required
before any such offer or sale. If Rule 144 is available (and no assurance is
given that it would be), only routine sales of the Common Stock in limited
amounts can be made after one year following the acquisition date of the
Securities, as determined under Rule 144(d), in accordance with the terms and
conditions of Rule 144. The Company is under no obligation to make Rule 144
available. In the event Rule 144 is not available, compliance with Regulation
A or some other disclosure exemption may be required before the holder can
sell, transfer, or otherwise dispose of the Securities without registration.
If the Securities are not registered, the Company may refuse to transfer the
Securities to any transferee who does not furnish in writing to the Company
the same representations and warranties set forth in the foregoing paragraph
and agree to the same conditions with respect to such Securities as are set
forth therein. The Company may further refuse to transfer the Securities if
certain circumstances are present reasonably indicating that the proposed
transferee's representations are not accurate. In any event, in the absence of
an effective registration statement covering the Securities, the Company may
refuse to consent to any transfer in the absence of an opinion of legal
counsel, satisfactory to and independent of counsel of the Company, that such
proposed transfer is consistent with the above conditions and applicable
securities laws.
Federal Income Tax Consequences
The following discussion of the federal income tax consequence of
participation in the Plan is only a summary, does not purport to be complete,
and does not cover, among other things, state and local tax consequences. In
addition, differences in participants financial situations may cause federal,
state and local tax consequences of participation in the Plan to vary.
Therefore, each participant in the Plan is urged to consult his or her own
accountant, legal counsel, or other financial advisor regarding the tax
consequences of participation in the Plan. This discussion is based on the
provisions of the Code as presently in effect.
Under the current provisions of the Code, if shares of Common Stock are issued
to the original holder of a non-qualified option granted and exercised under
the Plan (assuming there is not an active trading market for options of the
Company) (i) income will not be recognized by the holder at the time of the
grant of the option; (ii) on exercise of the option the holder will realize
ordinary income in an amount equal to the excess of the fair market value of
the shares of Common Stock acquired at the time of exercise over the option
price; (iii) upon the sale of the shares of Common Stock acquired pursuant to
the exercise of the option, the holder will realize short term or long term
capital gain, or loss, as the case may be, in an amount equal to the
difference between the amount realized on such sale and the holder's tax basis
in the shares (as described below); and (iv) the Company will be entitled to
record a compensation expense in an amount equal to the ordinary income
recognized by the holder as set forth in clause (ii) above.
If payment of the option prices is made entirely in cash, the tax basis of the
shares of Common Stock will be equal to the option price paid plus the
ordinary income recognized by the holder, which should equal the fair market
value of the shares of Common Stock acquired on the date of exercise, and the
holding period will begin on the day after the tax basis of the shares is so
determined. If the optionee uses previously owned shares to exercise a stock
option, in whole or in part, the transaction will not be considered to be a
taxable disposition of the previously owned shares. The optionee will not
recognize income on the receipt of the number of shares of Common Stock equal
to the number of previously owned shares of Common Stock given up on exercise
of the option. The additional shares received on exercise will result in the
recognition of income equal to the fair market value of such additional
shares. The holder's tax basis and holding period of the previously owned
shares will be carried over to the equivalent number of shares received on
exercise. The tax basis of the additional shares received upon exercise will
be the fair market value of the shares received on the date of exercise (based
on the recognition of income equal to that fair market value). The holding
period for such additional shares will begin on the day after the tax basis
shares is so determined
The ordinary income received by the holder on the exercise of the stock option
is considered compensation from the Company. As with other forms of
compensation, withholding tax and other trust fund payments will be owed with
respect to the exercise of the stock option. Depending on the terms of an
individual option, withholding tax or other trust fund payments may be paid in
one or more of the following ways: (i) the holder delivering shares of Common
Stock or canceling stock options or other rights to acquire Common Stock with
a fair market value equal to such requirements', (ii) the Company withholding
shares of Common Stock subject to the stock option, with a fair market value
equal to such requirements; or (iii) the Company making such withholding or
other trust fund payments and the holder reimbursing the Company such amount
paid within ten days after written demand therefor from the Company. If the
holder is permitted by the terms of the option and uses (ii) above to pay the
withholding tax by having the Company withhold shares of Common Stock issuable
on exercise of options, the holder must either (i) make an irrevocable
election to have the shares withheld at least six months in advance of the
exercise of the option or (ii) exercise the option and make the withholding
election during the period beginning on the third business day following the
date of public release of the quarterly or annual financial information of the
Company and ending on the twelfth business day following such date.
Item 2. Registrant Information and Employee Plan Annual Information
Provided herewith, and incorporated herein, are copies of the Company's most
recent annual report on Form 10-KSB, without exhibits, together with any and
all quarterly reports on Form 10QSB, current reports on Form 8-K, proxy
statements, or similar documents filed since the most recent year-end. The
Company will also provide, without charge and upon oral or written request,
copies of the exhibits to the most recent annual report on Form 10-KSB, and
Part II to its registration statement on form S-8 filed with the Commission to
any holder of a stock option under the Plan requesting such a plan. Such
requests should be made to the Company at10584 South 700 East Suite 228,Sandy,
Utah 84070, telephone (801)694-0290.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Incorporation of Documents by Reference
The following documents have been filed with the Commission by Txon
International Development Corporation and are incorporated herein by reference
and made a part hereof:
(a) Form 10-SBG filed on December 17, 1999
(b) Form 10-SB12G/A filed on December 30, 1999
(c) Form 10-SBG/A filed on January 28, 2000
(d) Form 10-QSB filed on February 9, 2000
(e) Form 10-SBG/A filed on February 22, 2000
(f) Form 10-QSB filed on April 19, 2000
(g) Form 8-K filed on June 20, 2000
(h) Form 8-K/A filed on June 26, 2000
All documents filed by Txon pursuant to Sections 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") subsequent to the effective date
hereof and prior to the filing of a post-effective amendment hereto that
indicates that all securities offered hereby have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of
filing such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The General Corporation Law of the State of Nevada provides that a
Nevada corporation has the power, under specified circumstances, to indemnify
its directors, officers, employees and agents, against expenses incurred in
any action, suit or proceeding. That law provides that a certificate of
incorporation may contain a provision eliminating the personal liability of
a director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director provided that such provision shall not
eliminate or limit the liability of a director (i)for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) relating to liability for unauthorized
acquisitions or redemptions of, or dividends on, capital stock) of the General
Corporation Law of the State of Nevada, or (iv) for any transaction
from which the director derived an improper personal benefit. The Company's
Certificate of Incorporation contains such a provision which provides for the
indemnification of officers and directors of the Company to the full extent
permissible under Nevada law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4 Txon International Development Corporation Year 2000 Non-qualified
Stock Option Plan.
5 Opinion of James N. Barber.
23.2 Consent of James N. Barber (included in his opinion filed as
Exhibit 2 hereto.
Item 9. Undertakings
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:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(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 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.
(b) Filings incorporating subsequent Exchange Act documents by reference. 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 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.
(c) Filing of registration statement on Form S-8. 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 in connection with 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.
SIGNATURES
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 Form S-8 and has duly cause this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Salt Lake City, State of Utah, on July 17, 2000.
TXON INTERNATIONAL DEVELOPMENT CORPORATION
/s/ Richard Ford
_______________________________
Richard Ford, President and Director
/s/ Gary Lewis
_______________________________
Gary Lewis, Vice President and Director
/s/ Jeanie Hildebrand
_______________________________
Jeanie Hildebrand, Secretary/Treasurer and Director
INDEX TO EXHIBITS
4 Txon International Development Corporation Year
2000 Non-qualfied Stock Option Plan. Exhibit 1
5 Opinion of James N. Barber. Exhibit 2
23.2 Consent of James N. Barber (included in his
opinion filed as Exhibit 2 hereto. Exhibit 3
