SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
E-REX, INC.
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(Exact Name of Company as specified in its charter)
Nevada 000-27319 88-0292890
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(State of Incorporation) (Commission File No.) (IRS Employer ID Number)
8890 Coral Way, #220
Miami, Florida 33165
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(Address of principal executive offices)
AGREEMENT BETWEEN EREX, INC., AND
Jeffrey M. Harvey
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(Full title of the Agreement)
Carl Dilley, President
EREX, Inc.
8890 Coral Way, #220
Miami, Florida 33165
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(Name and address of agent for service)
Company's telephone number: (305) 554-9903
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Share(1) Price(1) Registration Fee
<S> <C> <C> <C> <C>
Common Shares 80,000 $0.41 $32,800 $100 Minimum Fee
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
<PAGE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The document(s) containing the information concerning the
Agreement between EREX, INC. (the "Company"), and Jeffrey M. Harvey dated
November 12, 2000, required by Item 1 of Form S-8 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the statement of availability
of registrant information, employee benefit plan annual reports and other
information required by Item 2 of Form S-8 will be sent or given to participants
as specified in Rule 428. In accordance with Rule 428 and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this registration
statement on Form S-8 (the "Registration Statement") or as prospectuses or
prospectus supplements pursuant to Rule 424. The Company will maintain a file of
such documents in accordance with the provisions of Rule 428. Upon request, the
Company shall furnish to the Commission or its staff a copy or copies of all of
the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference into
this Prospectus:
a. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999;
b. The Company's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended March 31, 2000, June 30,2000 and September 30, 2000; and
c. The Company's Current Reports on Forms 8-K subsequent to September
30, 2000, and up to and including the date of filing of this Registration
statement.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in a supplement
to this Registration Statement or in a document 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
subsequently filed supplement to this Registration Statement or in any document
that is subsequently incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The authorized stock of the Company consists of 100,000,000 authorized
shares of Common Stock, par value $.001 per share, approximately 22,400,883
shares of which were outstanding as of September 30, 2000.
Each share of Common Stock is entitled to one vote, either in person or
by proxy, on all matters that may be voted upon by the owners thereof at a
meeting of the shareholders, including the election of directors. The holders of
Common Stock (i) have equal, ratable rights to dividends from funds
<PAGE>
legally available therefor, when, as and if declared by the Board of Directors
of the Company; (ii) are entitled to share ratably in all of the assets of the
Company available for distribution to holders of Common Stock upon liquidation,
dissolution or winding up of the affairs of the Company; (iii) do not have
preemptive or redemption provisions applicable thereto; and (iv) are entitled to
one noncumulative vote per share on all matters on which shareholders may vote
at all meetings of shareholders.
All shares of Common Stock issued and outstanding are, and those
offered hereby, when issued, will be fully paid and nonassessable, with no
personal liability attaching to the ownership thereof.
Transfer Agent, Registrar and Warrant Agent
The Company has appointed Nevada Agency and Trust, 50 West Liberty,
Suite 880, Reno, NV 89501 as transfer agent and registrar for the Common Stock
and Preferred Stock.
ITEM 5. Interests of Named Experts and Counsel.
Not applicable.
ITEM 6. Indemnification of Directors and Officers.
Registrant's Articles of Incorporation and Bylaws and the Nevada
General Corporation Law provide for indemnification of directors and officers
against certain liabilities. In general, officers and directors of Registrant
are indemnified against expenses actually and reasonably incurred in connection
with proceedings, whether civil or criminal, provided that it is determined that
they acted in good faith, and are not deemed to be liable to Registrant for
negligence or misconduct in the performance of their duties.
ITEM 7. Exemption From Registration Claimed.
Not applicable.
<PAGE>
ITEM 8. Exhibits.
Exhibit Number Description
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4.1 Agreement between EREX, Inc., and Jeffrey M. Harvey dated
November 12, 2000.
5 Opinion of Counsel, The Business Law Group.
23.1 Consent of Varma & Associates, Independent Certified Public
Accountants.
23.2 Consent of The Business Law Group (Included in Exhibit 5).
ITEM 9. Undertakings
1. The Registrant hereby undertakes:
(a) 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
formation set forth in the 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;
(b) 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 bonafide offering thereof.
(c) 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.
2. The 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 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 herein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Miami, State of Florida, on this 11th day of
December, 2000.
EREX, INC.
By: /s/ Carl Dilley
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Carl Dilley, CEO
In accordance with the requirements of the Securities Act of 1933 as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
SIGNATURE TITLE DATE
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/s/ Carl Dilley CEO/President/Director 12/11/00
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Carl Dilley
/s/ Donald A. Mitchell Chairman/Director 12/11/00
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Donald A. Mitchell
/s/ Jeffrey M. Harvey Director 12/11/00
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Jeffrey M. Harvey
<PAGE>
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EREX, INC.
(Exact name of Issuer as specified in its charter)
EXHIBIT INDEX
Exhibit Number Description
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4.1 Agreement between EREX, Inc., and Jeffrey M. Harvey dated
November 12, 2000.
5 Opinion of Counsel, The Business Law Group
23.1 Consent of Varma & Associates Independent Certified Public
Accountants.
23.2 Consent of The Business Law Group (Included in Exhibit 5).
