SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COLORMAX TECHNOLOGIES, INC.
---------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 75-1329265
-------- ----------
(State or Other Jurisdiction (IRS Emplolyer ID No.)
or incorporation or organization)
14251-A Chambers road
Tustin, California 92780
(Address of Principal Executive Offices)
(714) 730-7900
--------------
(Issuer's Telephone Number, including Area Code)
Marketing Consulting Agreements
-------------------------------
(Full Title of the Plan)
Julie Kim
14251-A Chambers Road
Tustin, California 92780
------------------------
(Name and Address of Agent for Service)
(714) 730-7900
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum Amount of
be Registered Amount to Price per Aggregate Registration
Securities to be Registered Unit Offering Price Fee
- --------------------------------------------------------------------------------
$0.001 par
value common
voting stock 250,000 $5.275 $1,318,750 $366.61
<PAGE>
PART I
Item 1. Plan Information.
- --------------------------
Plan.
-----
Copies of the Marketing Consulting Agreement with E.S. Whang (the "Plan") is
attached hereto and incorporated herein by reference.
Item 2. Registrant Information and Employee Plan Annual Information.
- ---------------------------------------------------------------------
Available Information.
----------------------
Copies of the Plan, 10-KSB Annual Report of the Registrant for the calendar year
ended December 31, 1998, all 10- QSB Quarterly Reports, any Current Reports
and/or proxy or information statements filed with the Securities and Exchange
Commission (the "Commission") during the past twelve months have been provided
to the Plan participants.
The Registrant also undertakes to furnish, without charge, to any such
participant or person purchasing any of the securities registered hereby copies
of all of such documentation. Requests should be directed to Julie Kim,
Secretary/Treasurer, at the address and telephone appearing on the cover page of
this Registration Statement.
Additional information regarding the Registrant may be reviewed at the
Commission's web site: www.sec.gov.
PART II
Information Required in the Registration Statement
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents are incorporated by reference into this Registration
Statement and made a part hereof, to wit:
(a) The Registrant's 10-KSB Annual Report for the calendar year
ended December 32, 1998, filed with the Commission on or about
August 26, 1999;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") for
the past twelve months;
(c) Not applicable.
Item 4. Description of Securities.
- -----------------------------------
The Registrant is authorized to issue four classes of securities, being
comprised of (i) $0.001 par value Common Stock (100,000,000 shares authorized);
(ii) $0.10 par value Class A Convertible Preferred Stock; (iii) $0.001 par value
Class B Convertible Preferred Stock (50,000,000 shares authorized); and (iv)
$0.001 par value Class C Convertible preferred Stock (50,000,000 shares
authorized).
The holders of the $0.001 par value Common Stock of the Registrant have
traditional rights as to voting, dividends and liquidation. All shares of Common
Stock are entitled to one vote on all matters; there are no pre-emptive rights
and cumulative voting is not allowed. The Common Stock is not subject to
redemption and carries no subscription or conversion rights. In the event of
liquidation of the Registrant, the holders of Common Stock are entitled to share
equally in corporate assets after satisfaction of all liabilities and
distribution of any preferential amount to preferred stockholders, as fixed by
2
<PAGE>
the Board of Directors of the Registrant. The holders of Common Stock shall be
entitled to payment of dividends if, as and when declared by the Board of
Directors. The rights, privileges, terms and conditions of the Preferred Shares
shall be as set by the Board of Directors. As of the date of this Registration
Statement, the Board of Directors has not assigned such rights, privileges,
terms and conditions and no shares of Preferred Stock have been issued.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c) 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall also be
deemed to be incorporated by reference into this Registration Statement and made
a part hereof from the date of the filing of such documents.
Item 5. Interest of Named Experts and Counsel.
- -----------------------------------------------
Gerald M. Conder, Esq., who has prepared this Registration Statement,
and an Opinion regarding the authorization, issuance and fully-paid and
non-assessable status of the securities covered by this Registration Statement,
owns no shares of common stock of the Registrant and is not deemed to be an
affiliate of the Registrant or a person associated with an affiliate of the
Registrant. See Item 8 below.
Item 6. Indemnification of Directors and Executive Officers.
- -------------------------------------------------------------
Under the Delaware General Corporation Law, a corporation has the power
to indemnify any person who is made a party to any civil, criminal,
administrative or investigative proceeding, other than an action by or in the
right of the corporation, by reason of the fact that such person was a director,
officer, employee or agent of the corporation, against expenses, including
reasonable attorneys' fees, judgments, fines and amounts paid in settlement of
any such actions; provided, however, in any criminal proceeding, the indemnified
person shall have had no reason to believe the conduct committed was unlawful.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
None.
Item 8. Exhibits.
- ------------------
Exhibit
Number
- ------
5 Opinion regarding Legality
23.1 Consent of Gerald M. Conder, Esq.
23.2 Consent of Andersen, Andersen & Strong,
Certified Public Accountants
23.3 Consent of Crouch, Bierwolf & Chrisholm, Certified Public
Accountants
99.1 Marketing Consulting Agreement with E.S. Whang
Participant Response Letters
Participant Letters
3
<PAGE>
Item 9. Undertakings.
- ----------------------
The undersigned Registrant hereby undertakes:
(a) (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 (the "1933
Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent cost-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
and
(iii)To include any additional or changed 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,
only to the extent required by the general rules and
regulations of the Commission.
(2) That, for the purpose of determining any liability under the
1933 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) That for purposes of determining any liability under the 1933 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.
(h) Insofar as indemnification for liabilities arising under the 1933
Act, as amended, may be permitted to directors, executive officers
and controlling persons of the Registrant as outlined above or
otherwise, the Registrant has been advised that in the opinion of
the Commission, such indemnification is against public policy as
expressed in the 1933 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, executive officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, executive 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 1933 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 Tustin, State of
California, on October 25, 1999.
4
<PAGE>
REGISTRANT
By Colormax Technologies, Inc.
------------------------------
Date: 10/28/99 /s/ Donald H. Hansen, O.D.
-------- --------------------------
Donald H. Hansen, O.D., President and Director
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.
Date: 10/28/99 By /s/ Donald H. Hansen, O.D.
-------- --------------------------
Donald H. Hansen, O.D., President and Director
Date: 10/28/99 By /s/ John D. Jantzi, O.D.
-------- ------------------------
John D. Jantzi, O.D., Vice President and Director
Date: 10/27/99 By /s/ Julie Kim
-------- --------------
Julie Kim, Secretary/Treasurer and Director
5
<PAGE>
Securities and Exchange Commission file No. 001-07301
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COLORMAX TECHNOLOGIES, INC.
EXHIBIT INDEX
Exhibit
Number
- ------
5 Opinion regarding Legality
23.1 Consent of Gerald M. Conder, Esq.
23.2 Consent of Andersen, Andersen & Strong,
Certified Public Accountants
23.3 Consent of Crouch, Bierwolf & Chrisholm, Certified Public
Accountants
99.1 Marketing Consulting Agreement with E.S. Whang
Participant Response Letters
Participant Letters
6
GERALD M. CONDER
Attorney At Law
466 South 500 East
Salt Lake City, Utah 84102
(801) 359-8622
Fax (801) 359-8995
October 21, 1999
Colormax Technologies, Inc.
14251-A Chambers Road
Tustin, California 92780
Re: Opinion concerning the legality of the securities to be issued
pursuant to the Registration Statement on Form S-8 to be filed by
Colormax Technologies, Inc., a Delaware corporation.
Board of Directors:
As special counsel for Colormax Technologies, Inc., a Delaware
corporation (the "Company"), and in connection with the issuance of 250,000
shares of the Company's $0.001 par value common stock (the "Securities") to E.S.
Whang (the "Consultants") pursuant to a written Production Services Agreement,
copies of which are incorporated herein by reference (the "Plan"), I have been
asked to render an opinion as to the legality of these Securities, which are to
be covered by a Registration Statement to be filed by the Company on Form S-8 of
the Securities and Exchange Commission (the "Commission"), and as to which this
opinion is to be filed as an exhibit.
As you are aware, no services to ne performed and billed to the company
which are in any way related to a "capital raising" transaction may be paid by
the issuance of Securities pursuant to the Plan. In this respect, I am relying
on the written representations of the plan participants, which representations
accompany the Plan.
In connection with rendering my opinion, which is set forth below, I
have reviewed and examined originals or copies of the following documents, to
- -wit:
1. Articles of Incorporation and all amendments thereto;
2. Bylaws;
3. 10-KSB Annual Report for the calendar year ended December 31, 1999,
filed with the Commission on or about August 26, 1999;
4. 10-QSB Quarterly Reports for the past twelve months;
5. A copy of the Plan;
6. The Unanimous Consent of the Board of Directors adopting the Plan,
designating the name of the Plan and the name, address and telephone number of
the Plan's agent; and
7. Correspondence with the two Consultants regarding the type of
services rendered and to be rendered, and Securities Act Release No. 33-7646,
dated February 26, 1999, and their respective responses to my letter to the
participants.
1
<PAGE>
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.
Further, as special counsel for the Company, I have discussed the items
relied upon in rendering this opinion and the documents I have examined with one
or more directors and executive officers of the Company, and in all instances, I
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to me as originals, the
conformity with the original documents of all documents submitted to me as
certified or photostatic copies and the authenticity of the originals of such
copies. I have further assumed that (i) the recipients of these Securities under
the Plan will have paid the consideration required under the terms of the Plan
prior to the issuance of the Securities; (ii) that none of the services
performed by the recipients shall be related to "capital raising" transactions;
and (iii) the Securities will not constitute more than 10% of the total issued
and outstanding shares of common stock of the Company.
The Registrant has also advised me in writing that it has provided the
individual participants in the Plan with a copy of the documents enumerated in
paragraphs 3 through 7, inclusive, above, and I am relying on that
representation in connection with this opinion.
Based upon the foregoing and in reliance thereon, it is my opinion
that, subject to the limitations set forth in the Plan, the Securities to be
issued pursuant to the Plan will, upon their issuance and delivery to the
recipients thereof, after receipt of full payment therefor, be deemed duly and
validly authorized, legally issued and fully paid and non-assessable under the
Delaware General Corporation Law.
This opinion is expressly limited in scope to the Securities described
herein and which are to be expressly covered by the above referenced
Registration Statement and does not cover any subsequent issuances of any
securities to be made in the future pursuant to any other plans, if any,
pertaining to services performed in the future. Any such transactions are
required to be included in a new Registration Statement or a post-effective
amendment to the above referenced Registration Statement, which will be required
to include a revised or a new opinion concerning the legality of the Securities
to be issued.
Further, this opinion is limited to the corporate laws of the State of
Delaware and the securities laws, rules and regulations of the United States,
and I express no opinion with respect to the laws of any other jurisdiction.
I consent to the filing of this opinion with the Commission as an
exhibit to the above referenced Registration Statement; however, this opinion is
not to be used, circulated, quoted or otherwise referred to for any other
purpose without my prior written consent.
This opinion is based upon my knowledge of the law and facts as of the
date hereof, and I assume no duty to communicate with you with respect to any
matter which may hereafter come to my attention.
Yours very sincerely,
/s/ Gerald M. Conder
--------------------
Gerald M. Conder
2
GERALD M. CONDER
Attorney At Law
466 South 500 East
Salt Lake City, Utah 84102
(801) 359-8622
Fax (801) 359-8995
November 10, 1999
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement of Colormax
Technologies, Inc., a Delaware corporation (the "Registrant"), SEC
File No. 001-07301, to be filed on or about November 10, 1999,
covering the registration and issuance of 100,000 shares of common
stock to one individual consultant
Ladies and Gentlemen:
I hereby consent to be named in the above referenced Registration
Statement, and to have my opinion appended as an exhibit thereto.
Sincerely yours,
/s/ Gerald M. Conder
--------------------
Gerald M. Conder
3
[LETTERHEAD OF ANDERSEN ANDERSEN & STRONG, L.C.]
We hereby consent to the use of our report of Colormax Technologies, Inc. dated
August 5, 1999 for the year ended December 31, 1998 in their Form S-8.
Salt Lake City, Utah /s/ Andersen Andersen & Strong, L.C.
October 22, 1999 ------------------------------------
Andersen Andersen & Strong, L.C.
(LETTERHEAD OF CROUCH, BIERWOLF & CHISHOLM)
ACCOUNTANT'S CONSENT
We hereby consent to the use of our audit report of Colormax Technologies, Inc.
dated July 16, 1999 for the year ended December 31, 1997 in the Form S-8
Registration Statement for consulting with Colormax Technologies, Inc. We also
consent to the use of our name as experts in such Registration Statement.
/s/ Crouch, Bierwolf & Chisholm
October 22, 1999
Salt Lake City, Utah
<PAGE>
E.S. WHANG
#581, PUKBYON-TI, KIMPO-EUP, KIMPO-GUN
KYONGG,-DO. KOREA
October 24, 1999
Mr. Gerald M. Conder
466 South 500 East
Salt Lake City, Utah 84102
Dear Mr. Conder:
In reply to your letter dated October 22, 1999, the types of services which I
will perform include the following:
* Technical Support in design development and product technology,
* Preface design modeling and analysis for various product lines.
* Establish manufacturing, standards, specifications, and process
parameters for product lines.
* Assist in selection and qualification of venders, quality control
procedures and inspection criteria.
Also, E.S. Whang is a sole proprietorship.
Sincerely,
/s/ E.S. Whang
- --------------
E.S. Whang
Sole Proprietor
<PAGE>
GERALD M. CONDER
Attorney At Law
466 South 500 East
Salt Lake City, Utah 84102
(801) 359-8622
Fax (801) 359-8995
October 22, 1999
E.S. Whang
#581, Pukbyon-Ti
Kimpo-Eup, Kimpo-Gun
Kyonggi-Do
Korea
Re:
Issuance of compensatory shares of common stock of Colormax Technologies, Inc.,
a Deleware corporation (The "Company"), to E.S. Whang, consultant, to be
registered on Form S-8.
Dear Mr. Whang:
I have been requested to represent the Company in connection with
issuance of common stock of Colormax Technologies, Inc. and have been engaged to
prepare a Registration Statement on Form S-8 with the Securities and Exchange
Commission for Registration of the two hundred and fifty thousand shares to be
issued to you under a marketing consulting agreement with the Company.
I have prepared a brief Summary of certain recent amendments of
the Securities and Exchange Commission to this Form, and have enclosed a copy
thereof for your review.
Please review this Summary and advise me in writing of the types
of services you are to render, and please facsimile me a copy of this Summary,
with your typed comments (I cannot scan hand written notations for an EDGAR
filing), indicating, if applicable, that these prohibitions do not relate to you
or the services you are to render. If you provide separate hand written
comments, I will be happy to have them typed on this Summary.
Thank you in advance for your attention to this matter.
Very truly yours,
/s/ Gerald M. Conder
- -------------------
Gerald M. Conder
7. This agreement may be signed in counterparts via facsimile for expedition
of this Agreement only and each such counterpart shall be deemed a part of
this Agreement and to be an original.
8. Endorsements:
For The Corporation:
ColorMax Technologies, Inc.
/s/ J. Kim Director October 1, 1999
------------------- ---------------
J. Kim, Director Date
For the Consultant:
E.S. Whang
/s/ E.S. Whang October 1, 1999
--------------- --------------
E.S. Whang, Sole Proprietor Date
<PAGE>
PRODUCTION SERVICES AGREEMENT
-----------------------------
This Agreement is made and entered into as of October 1, 1999, by and between
ColorMax Technologies, Inc., a corporation with its principal offices at 14251
Chambers Road, Tustin, CA 92780, (The "Corporation") and E.S. Whang, a Korea
based sole proprietor with its principal offices at #581, Pukbyon-Ti, Kimpo-Eup,
Kimpo-Gun, Kyonggi- Do, Korea, (The "Consultant").
Now, therefore, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
hereby agree to as follows:
1. Provision of Services: The Consultant shall, to the extent reasonably
required in the conduct of the business of the Corporation, place at the
disposal of the Corporation, Consultant's judgment and experience and, to
such extent and at the prior written request of the Corporation, provide
production services to the Corporation, including without limitation the
following:
A. The Consultant shall provide through his experience, agents, and
contacts the Corporation with technical support in design development
and product technology. The Consultant shall prepare design modeling
and analysis for the Corporation's various product lines.
B. Consultant shall work to establish manufacturing standards and
specifications and process parameters that contribute to the product
technology. The Consultant shall prepare design modeling and analysis
for the Corporation's various product lines.
C. The Consultant will support selection and qualification of vendors,
quality control procedures and inspection criteria.
D. The Consultant shall use his best efforts in the furnishing of advice
and make available qualified professionals for the performance of his
obligations under this agreement. To the extent reasonably practical,
Consultant shall use his own personnel rather than outside
professionals.
2. Compensation: The Consultant shall accept free trading Corporation stock
for the consulting services to be provided under this Agreement. This
consideration may be met by the delivery of free trading Corporation stock
of Two Hundred and Fifty Thousand (250,000) unrestricted common stock, at
the discretion of the Corporation to this Agreement.
3. Term: This Agreement shall be in effect for 360 days, or until the
completion of all tasks set forth herein by the Consultant from date of
contract execution. The Corporation may at any time, and at its sole
discretion, terminate this Agreement with a fifteen day written notice to
Consultant.
4. Non-Disclosure and Non-Compete: The Consultant agrees to not use any
confidential data disclosed by the Corporation except for his own use or
for any purpose approved by the Corporation in writing. All employees and
staff who shall engage in the Corporation's businesses shall observe such
restriction. During the term of this Agreement, consultant shall not
market, sell, lease, promote or distribute any products which uses similar
technologies or functions, and compete with the Corporation's products.
5. Indemnification: the Consultant shall indemnify, save harmless and defend
Consultant and its officers, employees and agents from and against any
loss, damage, liability, judgment, cost or expense whatsoever, including
counsel fees, suffered or incurred by it or him by reason of, or on account
of, his activities as a Consultant to the Corporation hereunder, except for
any loss, damage, liability, judgment, cost or expense resulting from
willful malfeasance, bad faith or gross negligence in the performance of
the Consultant's duties hereunder.
6. General: This Agreement sets forth the entire agreement and understanding
between the parties with respect to its subject matter and supersedes all
prior discussions, agreements and understandings of every and any nature
between them with respect thereto. This agreement shall be governed by and
construed in accordance with the laws of the state of California.
