As filed with the Securities and Exchange Commission on December 23, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAVION TECHNOLOGIES, INC.
(Exact name of issuer as specified in its charter)
Colorado 84-1472763
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(State of incorporation) (I.R.S. Employer ID No.)
7475 Dakin St., #607, Denver, Colorado 80221
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(Address of Principal Executive Offices) (Zip Code)
CAVION TECHNOLOGIES, INC.
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EQUITY INCENTIVE PLAN
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(Full title of the Plan)
David J. Selina
Cavion Technologies, Inc.
7475 Dakin St., #607
Denver, CO 80221
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(Name and address of agent for service)
(303) 657-8212
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum Amount
securities Amount offering aggregate of
to be to be price offering registration
registered registered per share price fee
- -------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.0001
Par Value(1) 750,000 $5.75 $4,312,500 $1,198.88
</TABLE>
(1) The price is set forth solely for the purposes of calculating the fee
and is based on the last price reported to the National Association of
Securities Dealers Automated Quotation System on December 21, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission are hereby
incorporated by reference in this registration statement:
(1) Our prospectus dated October 29, 1999 filed according
to Rule 424(b) under the Securities Act of 1933;
(2) Our Form 10-QSB for the quarter ended September 30,
1999;
(3) All other documents filed by us under Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end
of the fiscal year covered by the prospectus referred to in
(1) above; and
(4) The description of Cavion Technologies, Inc.'s common
stock, which is contained in a registration statement on
Form 8-A, File No. 0-27055, filed on August 16, 1999, in
accordance with Section 12(g) of the Act, in the section
entitled "Description of Registrant's Securities to be
Registered".
In addition, all documents subsequently filed with the
Commission by us pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Act prior to our filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities
then remaining unsold, will be deemed to be incorporated by reference in
this registration statement and to be a part hereof from the date of
filing of such document.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INDEMNIFICATION OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Colorado Business Corporation Act provides a corporation the
power to indemnify and pay the litigation expenses of any officer,
director or agent who is made a party to any proceeding. Our articles of
incorporation also provide for indemnification of our officers and
directors for liabilities arising out of their service to us to the
maximum extent permitted by law. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to
directors, officers, or persons controlling of cavion.com as provided in
the foregoing provisions, we have been informed that, in the opinion of
the Commission, such indemnification is against public policy as expressed
in the Securities Act and thus cannot be enforced.
Our bylaws provide that we shall indemnify any person against
all liability and expense incurred by any reason of the person being or
having been a director or officer of cavion.com to the full extent and in
any manner that directors may be indemnified under Colorado law, our
bylaws, a resolution of the board of directors or shareholders, by
contract or otherwise so long as such provision is legally permissible.
At the discretion of the board of directors, we may also indemnify any
employee, fiduciary or agent who is not a director or officer to the same
extent as a director or officer.
Our bylaws authorize us to take steps to ensure that all persons
entitled to the indemnification are properly indemnified, including if the
board of directors so determines, purchasing and maintaining insurance.
We have also entered into indemnification agreements with our
officers and directors to indemnify them and to advance expenses to the
fullest extent permitted by law either in connection with the
investigation, defense, adjudication, settlement or appeal of a proceeding
or in connection with establishing or enforcing a right to indemnification
or advancement of expenses. In addition, the agreement provides that no
claim or cause of action may be asserted by us against such director or
officer after two years from the date of the alleged act or omission,
provided that if in fact the person has fraudulently concealed the facts,
then no claim or cause of action may be asserted after two years from the
earlier of the date we discover the facts or the date we should have
discovered such facts by the exercise of reasonable diligence. The term
of the agreement and our obligations apply while the person is our agent
and continues so long as the person is subject to any claim by reason of
the fact that he or she served as our agent.
We carry directors and officers' liability insurance under which our
directors and officers are insured against loss arising from claims
brought against them for their wrongful acts in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4 Equity Incentive Plan dated March 19, 1999 (incorporated by
reference from Exhibit 10.18 of the Company's Registration
Statement on Form SB-2, SEC No. 333-80421)
5 Opinion of Gorsuch Kirgis LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Gorsuch Kirgis LLP (contained in its opinion at
Exhibit 5)
ITEM 9. UNDERTAKINGS.
(a) 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:
a. to include any prospectus required by Section 10(a)(3)
of the Act;
b. 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; and
c. to include any additional or changed material
information on the plan of distribution.
(2) That, for the purpose of determining liability under the
Act, each such post-effective amendment shall be deemed to be a new
registration statement of the securities offered in the registration
statement, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering.
(3) To remove from registration by means of a post-effective
amendment any of the securities which remain unsold at the end of the
offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant according 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 so it cannot be
enforced. In the event that a claim for indemnification against such
liabilities, other than the payment by us 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 of 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 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 Denver, State of Colorado, on
this 22nd day of December, 1999.
CAVION TECHNOLOGIES, INC.
By:/s/David J. Selina
David J. Selina, President
Pursuant to 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 indicated.
/s/David J. Selina Date: December 22, 1999
David J. Selina,
Director, President, Chief Executive
Officer, Principal Executive Officer
and Chief Operating Officer
/s/Marshall E. Aster Date: December 22, 1999
Marshall E. Aster, Chief Financial
Officer and Principal Financial and
Accounting Officer
/s/Andrew I. Telsey Date: December 22, 1999
Andrew I. Telsey, Director
/s/Stephen B. Friedman Date: December 22, 1999
Stephen B. Friedman, Director
/s/Jeffrey W. Marshall Date: December 22, 1999
Jeffrey W. Marshall, Director
/s/John R. Evans Date: December 22, 1999
John R. Evans, Director
EXHIBIT INDEX
4 Equity Incentive Plan dated March 19,
1999(incorporated by reference from Exhibit 10.18 of the
Company's Registration Statement on Form SB-2, SEC
reference No. 333-80421)
5 Opinion of Gorsuch Kirgis LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Gorsuch Kirgis LLP (contained in its
opinion at Exhibit 5)
GORSUCH KIRGIS LLP
Attorneys at Law
Tower I, Suite 1000 1515 Arapahoe Street Denver, Colorado 80202
Telephone (303) 376-5000 Facsimile (303) 376-5001
December 23, 1999
Cavion Technologies, Inc.
4895 Peoria Street
Denver, Colorado 80239
Re: Cavion Technologies, Inc.
Registration Statement on Form S-8
Gentlemen:
We are counsel to Cavion Technologies, Inc., a Colorado corporation
(the "Company"), in connection with the preparation of a registration
statement on Form S-8 to be filed with the Securities and Exchange
Commission (the "Registration Statement"), relating to the proposed
offering by the Company of up to 750,000 shares of Class A Common Stock
pursuant to the Company's Equity Incentive Plan (the "Plan").
In this connection, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such corporate records,
certificates and written or oral statements of officers, legal counsel and
accountants of the Company and of public officials, and other documents
that we have considered necessary and appropriate, and, based thereon, we
advise you that in our opinion:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Colorado.
2. The shares offered by the Company, when issued pursuant to and
in accordance with the Plan will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
GORSUCH KIRGIS LLP
/s/Gorsuch Kirgis LLP
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of
this Registration Statement.
/s/ Arthur Andersen LLP
Denver, Colorado,
December 23, 1999.
