As filed with the Securities and Exchange Commission on December 7, 1999
Registration No. 333-79357
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1/A
SIXTH AMENDMENT TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WORDCRUNCHER INTERNET TECHNOLOGIES, INC.
(Name of issuer in its charter)
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Nevada 7379 84-1370590
(State of incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
405 East 12450 South, Suite B
Draper, Utah 84020
(801) 816-9904
(Address and telephone number of registrant's principal executive offices
and principal place of business)
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Kenneth W. Bell
405 East 12450 South, Suite B
Draper, Utah 84020
(801) 816-9904
(Name, Address and telephone number of agent for service)
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Copies to:
Scott R. Carpenter, Esq.
Parsons Behle & Latimer
201 South Main Street, Suite 1800
Salt Lake City, Utah 84111
(801) 532-1234
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the registration statement becomes effective.
If the securities being registered on this Form are being offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check
the following box. [ x ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following boxes and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following boxes and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
We hereby amend this registration statement on such a date or dates as may be
necessary to delay its effective date until we shall file a further amendment
which specifically states that this registration statement shall thereafter
become effective in accordance with Section 8(a) of the Securities Act of 1933
or until the registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
PROSPECTUS SUBJECT TO COMPLETION, DATED DECEMBER 7, 1999
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The information in this prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
WORDCRUNCHER INTERNET
TECHNOLOGIES, INC.
a Nevada corporation
2,689,447 shares of common stock
$0.001 per share
This is a public offering of 2,689,447 shares of the common stock of
WordCruncher Internet Technologies, Inc. All of the shares being offered, when
sold, will be sold by certain selling stockholders as identified in this
prospectus. We will not receive any of the proceeds from the sale of the shares.
However, we will receive proceeds from the exercise of warrants which can be
exercised by certain of the selling stockholders. Our common stock is currently
traded over the counter under the symbol "WCTI." The last reported sales price
of the common stock on that market on December 3, 1999 was $3.69 per share. We
have submitted an application to list our common stock on the NASDAQ System
under the symbol "WCTI."
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Investing in the shares involves certain risks. See "Risk Factors" beginning on
page 7.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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DECEMBER 7, 1999
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 13. Other Expenses Of Issuance And Distribution
The following table sets forth the expenses payable by us in connection
with the sale of the shares. All the amounts shown are estimates except for the
registration fee:
Securities and Exchange Commission Registration Fee . . . . .$ 3,837
NASDAQ Fees . . . . . . . . . . . . . . . . . . . . . . . . .$ 6,000
Printing and Engraving Expenses . . . . . . . . . . . . . . $ 10,000
Legal and Accounting Fees and Expenses . . . . . . . . . . $ 50,000
Blue Sky Qualification Fees and Expenses . . . . . . . . . . $ 15,000
Transfer Agent and Registrar Fees and Expenses . . . . . . . $ 3,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . .$ 1,500
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Total: $89,337
Item 14. Indemnification of Directors and Officers
Pursuant to Nevada Revised Statutes Section 78.7502 and 78.751, our
Articles of Incorporation and bylaws provide for the indemnification of our
officers and directors. Mandatory indemnification is required for present and
former directors. However, the director must have conducted himself in good
faith and reasonably believed that his conduct was in, or not opposed to, our
best interests. In a criminal action he must not have had a reasonable cause to
believe his conduct was unlawful. Advances for expenses may be made if the
director affirms in writing that he believes he has met the standards and that
he will personally repay the expense if it is determined he did not meet the
standards. We provide permissive indemnification for officers, employees or
agents. Our Board must approve such indemnification and the standards and
limitations are the same as for a director.
We will not indemnify a director or officer adjudged liable due to his
negligence or willful misconduct toward us, adjudged liable to us, or if he
improperly received personal benefit. Indemnification in a derivative action is
limited to reasonable expenses incurred in connection with the proceeding. Also,
we are authorized to purchase insurance on behalf of an individual for
liabilities incurred whether or not we would have the power or obligation to
indemnify him pursuant to our bylaws.
Item 15. Recent Sales of Unregistered Securities
The following discussion describes all securities we have sold within
the past three years without registration:
On May 16, 1997 we issued 1,500,000 shares of common stock for $1,500
in cash to Carol N. Purcell and Wilford Purcell, the founders of Dumanis, Inc.
Beginning on May 15 and ending on June 11, 1997 we sold 1,500,000 shares of
common stock at $.05 per share, for an aggregate offering amount of $75,000
pursuant to Rule 504 of Regulation D of the Securities Act. On July 14, 1998,
the Company issued an aggregate of 2,433,334 shares of common stock to the
stockholders of WordCruncher Publishing in a merger of that company into ours.
On July 1, 1998, we issued 13,500 shares of common stock, valued at $12,960, to
M. Daniel Lunt, one of our officers and directors, in satisfaction of a note we
issued to Mr. Lunt. On October 30, 1998 we issued an aggregate of 39,000 shares
of common stock, for $70,200, to four individuals in consideration for services
they provided to us. Specifically, 29,000 restricted shares were issued to
Timothy J. Riker, 5,000 shares to Peter T. Stoop, and 5,000 shares to Robert J.
Stevens. On December 29, 1998, we issued 13,000 shares of common stock to
Jeffrey B. Peterson to acquire certain intellectual property rights held by Mr.
Peterson. We valued those shares at $35,000. In November 1998, we issued 25,000
shares of common stock to Universal Business Insurance in satisfaction of
insurance premiums we owed to it. We valued those shares at $25,000. On February
8 and March 15, 1999, we issued an aggregate of 6,300 shares of Series A
Preferred Stock to eight persons pursuant to a purchase agreement. The Series A
Preferred Stock was issued for an aggregate of $6.3 million.
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In connection with each of these isolated issuances of our securities,
we believe that each purchaser (i) was aware that the securities had not been
registered under federal securities laws, (ii) acquired the securities for its
own account for investment purposes and not with a view to or for resale in
connection with any distribution for purposes of the federal securities laws,
(iii) understood that the securities would need to be indefinitely held unless
registered or an exemption from registration applied to a proposed disposition
and (iv) was aware that the certificate representing the securities would bear a
legend restricting their transfer. We believe that, in light of the foregoing,
the sale of our securities to the respective acquirers did not constitute the
sale of an unregistered security in violation of the federal securities laws and
regulations by reason of the exemptions provided under Sections 3(b) and 4(2) of
the Securities Act, and the rules and regulations promulgated thereunder.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
Exhibit Number Description
2.1** Agreement and Plan of Reorganization between the Company
and WordCruncher Publishing Technologies, Inc., dated
July 14 1998
3.1** Articles of Incorporation of the Company
3.2** Articles of Merger, filed June 20, 1998
3.3** Articles of Merger, filed July 15, 1998
3.4** Articles of Merger
3.5** Certificate of Amendment, filed February 1, 1999
3.6** Bylaws of the Company
4.1** Reference is made to Exhibit 3.4
4.2** Specimen of Common Stock Certificate
5.1* Opinion of Parsons Behle & Latimer
10.1** Lease between the Company and SLT III, LLC, dated
December 24, 1998
10.2** License Agreement between the Company and Brigham Young
University, dated February 14, 1997
10.3** Purchase Agreement between the Company and Jeffrey B.
Petersen, dated December 28, 1998
10.4** Employment Agreement between the Company and Kenneth W.
Bell, dated September 1, 1998
10.5** Employment Agreement between the Company and James W.
Johnston, dated September 1, 1998
10.6** Employment Agreement between the Company and M. Daniel
Lunt, dated September 1, 1998
10.7** Employment Agreement between the Company and Peter T.
Stoop
10.8** Preferred Stock Purchase Agreement between the Company
and certain Series A Preferred investors, dated February
8, 1999
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10.9** Letter Amendment Regarding Preferred Stock Purchase
Agreement, dated April 21, 1999
10.10** Escrow Agreement among the Company, the Goldstein Law
Group and certain Series A Preferred Investors, dated
February 8, 1999
10.11** Registration Rights Agreement among the Company and
certain Series A Preferred Investors, dated February 8,
1999
10.12** Form of Warrant issued to certain Series A Preferred
Investors on February 8, 1999
10.13** Warrant issued to Placement Agent, dated February 8,
1999
10.14** Dataware License Agreement, dated July 1999
10.15** Pittard Sullivan Contract, dated July 1999
10.16** Digital Boardwalk Agreement, dated July 1999
10.17** Acsiom, Inc. Consulting Agreement, dated July 1999
11.11** Statement re computation of earnings per share
23.1** Consent of Parsons Behle & Latimer
23.2** Consent of Crouch, Bierwolf & Chisholm
24.1** Power of Attorney (see signature page)
27.1** Financial Data Schedule
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* Filed herewith
** Previously filed
Item 17. Undertakings
Pursuant to Rule 415, 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 end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 242(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.
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(2) That, for the purpose of determining liability under 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused the amended registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Salt
Lake, State of Utah, on December 7, 1999.
WORDCRUNCHER INTERNET TECHNOLOGIES, INC.
a Nevada Corporation
By: /s/
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M. Daniel Lunt
President, Chief Executive Officer, Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints M. Daniel Lunt and Kenneth W. Bell, and
each of them, his attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him in any and all capacities, to sign any
and all amendments (including posteffective amendments) to this registration
statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting 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 connection therewith, as fully as to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the amended
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
By: /s/ Date: April 29, 1999
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James W. Johnston
Chairman of the Board, Executive Vice President
By: /s/ Date: April 29, 1999
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Kenneth W. Bell
Senior Vice President, Chief Financial Officer,
Treasurer, Secretary, Director
By: /s/ Date: April 29, 1999
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M. Daniel Lunt
President, Chief Executive Officer, Director
December ___, 1999
WordCruncher Internet Technologies, Inc.
405 East 12450 South
Suite B
Draper, Utah 84020
Re: WordCruncher Internet Technologies, Inc.
Registration Statement on Form S-1
(REGISTRATION NO. 333-79357)
Gentlemen:
We are acting as counsel to WordCruncher Internet Technologies, Inc., a
Nevada corporation (the "Company"), in connection with the preparation of the
above-referenced Registration Statement on Form S-1 (the "Registration
Statement"), filed by the Company with the Securities and Exchange Commission
(the "Commission") on May 28, 1999. The Registration Statement relates to the
registration under the Securities Act of 1933, as amended (the "Act"), of
2,689,447 common shares, par value $0.001 per share, previously issued by the
Company. Capitalized terms used herein and not otherwise defined have the
meanings given to them in the Registration Statement.
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K promulgated under the Act.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Amended and Restated Articles of Incorporation of the Company; (ii) the
By-laws of the Company as amended to date; (iii) certain resolutions and written
consents of the Board of Directors of the Company relating to the issuance and
registration of the Shares; (iv) the Registration Statement, and (v) such other
documents as we have deemed necessary or appropriate as the basis for the
opinions set forth below. In such examination, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts material
to this opinion which we did not independently establish or verify, we have
relied upon statements and representations of officers and other representatives
of the Company and others.
Members of our firm are admitted to the practice of law in the State of
Utah, and we express no opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that the
shares to be issued upon conversion of the Series A Preferred Convertible Stock
previously issued by the Company, and the shares to be issued upon exercise of
the warrants issued in connection with the Series A Preferred Convertible Stock,
when paid for upon such exercise, will be duly authorized and validly issued,
and will fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the caption "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.
Very truly yours,
PARSONS BEHLE & LATIMER
