SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CELEXX CORPORATION
(Exact name of registrant as specified in its charter)
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NEVADA 65-0728991
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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7251 West Palmetto Park Road, Suite 208
Boca Raton, Florida
(Address of Registrant's principal executive offices,
including zip code)
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ADVISORS COMPENSATION PLANS
(Full title of the Plans)
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American Registrar and Transfer
342 East 900 South
Salt Lake City, Utah 84111
(800) 363-9065
(Name, address and telephone number of agent for service)
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COPIES TO:
Darryl C. Sheetz
30 Corporate Park, Suite 300
Irvine, California 92606
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Approximate Date of Proposed Sale to the Public: As soon as practicable
after this Registration Statement becomes effective.
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CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE PRICE FEE
---------------- ------------ ------------- ------------- --------------
Common Stock,
$.001 Par
Value (1) 1,000,000 $.294 $294,000 $ 78.00
Common
Stock,
$.001 Par 200,000 .294 58,800 16.00
Value (2)
Common Stock,
$.001 Par Value (3)
150,000 .294 44,100 12.00
Common Stock,
$.001 Par Value (4)
50,000 .294 14,700 4.00
---------------- ------------ ------------- ------------- --------------
Totals 1,400,000 $.294 $411,600 $110.00
================ ============ ============= ============= ==============
(1) Consists of 1,000,000 shares of common stock issuable for consulting
services to Rosemary Nguyen.
(2) Consists of 200,000 shares of common stock issuable for consulting services
to Richard Walker.
(3) Consists of 150,000 shares of common stock issuable for consultin
services to Michael Kreinest.
(4) Consists of 50,000 shares of common stock issuable for legal services to
Darryl C. Sheetz.
DATED: NOVEMBER 28, 2000
PART II
Item 3. INCORPORATION BY REFERENCE
The Registrant incorporates the following documents by
reference in the registration statement:
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The Company's Quarterly Report on Form 10-QSB filed for the
quarter ended September 30, 2000; the Company's Annual Report on Form 10-KSB
filed for the year ended June 30, 2000; and the description of the Company's
Common Stock contained in the Company's Form SB-2 dated June 22, 2000.
All other documents filed in the future by Registrant after
the date of this Registration Statement, under Section 13(a), 14 and 15(d) of
the Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to this Registration Statement which deregisters the securities
covered hereunder which remain unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under
Section 12(g) of the Securities Exchange Act of 1934, as amended. A description
of the Registrant's securities is set forth in the Prospectus incorporated as a
part of this Registration Statement.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Nevada Business Corporation Act (the "Corporation Act")
permits the indemnification of directors, employees, officers and agents of a
Nevada corporation. The Company's Articles of Incorporation and the By-laws
provide that the Company shall indemnify its directors and officers to the
fullest extent permitted by the Corporation Act. Insofar as indemnification for
liabilites arising under the Securities Act of 1933 (the "Act") may be permitted
to directors, officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
4.1 Financial Consulting Services Agreement with Rosemary Nguyen,
dated October 27, 2000.
4.2 Business Consulting Agreement with Windsor Partners, Inc., dated
October 19, 2000.
4.3 Advertising Services Agreement with Creative Impact
Communications, Inc., dated October 4, 2000.
4.4 Legal services letter agreement with Darryl C. Sheetz, dated
November 24, 2000.
5 Opinion of Darryl C. Sheetz, Esquire, consent included, relating
to the issuance of the shares of securities pursuant to the
agreements identified in Exhibits 4.1, 4.2, 4.3 and 4.4 above.
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23.1 Consent of Darryl C. Sheetz, Esquire (included in Exhibit 5)
23.2 Consent of Feldman Sherb & Co., P.C.
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:
(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; and
(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, including (but not limited to) any
addition or election of a managing underwriter.
(2) 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 offered 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 of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 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
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expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by 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 that matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question 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 gounds 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 Boca Raton, State of Florida, on November 30, 2000.
CELEXX CORPORATION
By: /s/ Douglas H. Forde
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Douglas H. Forde, Chairman of
the Board, President and
Chief Excecutive Officer
[principal executive officer]
By: /s/ David C. Langle
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David C. Langle, Vice President
Finance and Chief Financial
Officer
[principal accounting officer]
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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.
Dated: November 30, 2000 /s/ Douglas H. Forde
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Douglas H. Forde
Chairman of the Board, President
and Chief Executive Officer
Dated: November 30, 2000 /s/ David C. Langle
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David C. Langle
Director, Vice President Finance
and Chief Financial Officer
Dated: November 30, 2000 /s/ Lionel Forde
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Lionel Forde
Director, Vice President and
Treasurer
Dated: November 30, 2000 /s/ Vincent Caminiti
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Vincent Caminiti
Director, Vice President and
Chief Operating Officer
Dated: November 30, 2000 /s/ Moty Hermon
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Moty Hermon
Director
Dated: November 30, 2000 /s/ William Lerner
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William Lerner
Director
Dated: November 30, 2000 /s/ David Burke, Sr.
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David Burke, Sr.
Director
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