As filed with the Securities and Exchange Commission on October 20, 2000.
Registration No. 333-47696
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8 POS
POST EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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E-XACT TRANSACTIONS LTD.
(Exact name of registrant as specified in its charter)
-----------------------------
DELAWARE 98-0212722
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
143 UNION BLVD., SUITE 850
P.O. BOX 38
LAKEWOOD, COLORADO 80228
(303) 716-7090
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
E-XACT TRANSACTIONS LTD.
STOCK OPTION PLAN
-----------------------------
(Full title of plan)
WITH A COPY TO:
LESTER R. WOODWARD, ESQ.
DAVIS, GRAHAM & STUBBS LLP
1550 SEVENTEENTH STREET, SUITE 500
DENVER, COLORADO 80202
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of each class of offering price per aggregate offering Amount of
securities to be registered Amount to be Registered share(1) price(1) registration fee
==================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, Par Value $.001 185,400 $0.95(1) $176,130 $46.50
==================================================================================================================
</TABLE>
(1) Estimated solely for the purposes of calculating the amount of the
registration fee pursuant to Rule 457(h)(1). The price per share and aggregate
offering price are based upon the average of the high and low prices of the
shares as of October 17, 2000, as reported on the Canadian Venture Exchange.
<PAGE>
ITEM 8.
EXHIBITS
4.1 E-xact Transactions Ltd. Stock Option Plan.*
5.1 Opinion and Consent of Davis, Graham & Stubbs LLP.*
23.1 Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1
to the original filing of this registration statement).
23.2 Consent of Deloitte & Touche LLP.**
25.1 Power of Attorney (included in signature page of the original
filing of this registration statement).
---------------------------------------------------------
* Filed as an exhibit to the original filing of this registration statement.
** Filed herewith.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8/A and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lakewood, State of Colorado, on the 20th day of
October, 2000.
E-XACT TRANSACTIONS LTD.
By: /S/ TED HENDERSON
---------------------------------
Ted Henderson
President
-3-
<PAGE>
Pursuant to 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
/s/ Ted Henderson by Ted
Henderson as Attorney-In-Fact
----------------------------
Ted Henderson President and Chief October 20, 2000
Executive Officer
/s/ Peter Fahlman by Ted
Henderson as Attorney-In-Fact
------------------------------
Peter Fahlman Vice President October 20, 2000
/s/ Lance Tracey by Ted
Henderson as Attorney-In-Fact
------------------------------
Lance Tracey Chairman of the Board October 20, 2000
/s/ John Rose by Ted
Henderson as Attorney-In-Fact
------------------------------
John Rose Director October 20, 2000
/s/ Paul MacNeill by Ted
Henderson as Attorney-In-Fact
------------------------------
Paul MacNeill Director October 20, 2000
/s/ Dieter Heidrich by Ted
Henderson as Attorney-In-Fact
------------------------------
Dieter Heidrich Director October 20, 2000
-4-
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
4.1 E-xact Transactions Ltd. Stock Option Plan.*
5.1 Opinion and Consent of Davis Graham & Stubbs LLP.*
23.1 Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1 to the
original filing of this registration statement).
23.2 Consent of Deloitte & Touche LLP.**
25.1 Power of Attorney (included in signature page of the original filing of
this registration statement).
* Filed as an exhibit to the original filing of this registration statement.
** Filed herewith.
