As filed with the Securities and Exchange Commission on June 27, 2000
File No. 333-30124
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TECHLABS, INC.
(Exact name of issuer as specified in its charter)
Florida 65-0843965
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3435 Galt Ocean Drive
Fort Lauderdale, Florida 33308
(Address of principal executive offices) (Zip Code)
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1999 STOCK INCENTIVE PLAN
(Full title of the plan)
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Thomas J. Taule, President
3435 Galt Ocean Drive
Fort Lauderdale, Florida 33308
(954) 917-6655
(Name and address of agent for service)
Copy to:
Joel D. Mayersohn, Esq.
Atlas Pearlman, P.A.
350 East Las Olas Boulevard, Suite 1700
Fort Lauderdale, Florida 33301
(954) 763-1200
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TECHLABS, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:
1. The Company's Registration Statement on Form 10SB (File No.
000-26233 as amended (the "Registration Statement"), filed pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
Company's registration of its Common Stock.
2. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10SB (File No. 000- 26233) filed
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicated
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
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 Company's Articles of Incorporation limits the liability of
Directors to the maximum extent permitted by Florida law. Florida law provides
that Directors of a company will not be personally liable for monetary damages
for breach of their fiduciary duties as Directors, except for liability (i) for
any breach of their duty of loyalty to the company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
knowing violation
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of law, (iii) for unlawful payments or dividends or unlawful stock repurchase or
redemptions as provided by Florida Law or (iv) for transactions from which the
director derived an improper personal benefit.
The Company's Bylaws provide that the Company shall indemnify its
Officers and Directors and may indemnify its employees and other agents to the
fullest extent provided by Florida law, including those circumstance where
indemnification would otherwise be discretionary under its Bylaws covers at
least negligence on the part of indemnified parties. The Bylaws authorize the
use of indemnification agreements and the Company has entered into such
agreements with each of its Directors and Officers.
Florida law does not permit a corporation to eliminate a Director's
duty of care and the provisions of the Company's Certificate of Incorporation
have no effect on the availability of equitable remedies such as injunction or
rescission, based upon a Director's breach of the duty of care. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to foregoing provisions and agreements, the has been informed that in
the opinion of the staff of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
DESCRIPTION
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5.1 Opinion of counsel as to legality of securities being
registered (1)
10.3 1999 Stock Incentive Plan and form of agreements thereunder(1)
23.1 Consent of independent auditors(2)
23.2 Consent of counsel (contained in Exhibit 5.1)(1)
24.1 Power of Attorney (see page II-5)(1)
(1) Previously filed
(2) Filed herewith
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 to include any material information with
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respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act") each
such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to Directors, Officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a Director, Officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such Director, Officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled bu controlling precedent,
submit to a court of appropriate jurisdiction the questions whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto, duly authorized in the City of Fort Lauderdale, State of
Florida, on June 26, 2000.
/s/ Thomas J. Taule
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Thomas J. Taule, President
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INDEX TO EXHIBITS
DESCRIPTION
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23.1 Consent of independent auditors
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