As Filed with the Securities and Exchange Commission on September 22, 2000
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SATX CORPORATION
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(Exact name of registrant as specified in its charter)
NEVADA (#16545-95) 87-0293479
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
4710 EISENHOWER BLVD SUITE E-1
TAMPA, FLORIDA 33634
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(Address of Principal Executive Offices) (Zip Code)
STOCK UNDERLYING VARIOUS
CONSULTING AGREEMENTS
BETWEEN REGISTRANT AND
CONSULTANTS OF THE REGISTRANT
Laughlin Associates, Inc.
2533 N. Carson Street
Carson City, Nevada 89706
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(Name and address, including zip code of agent for service)
775-883-8484
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(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- --------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE* PRICE* REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, Par 1,400,000 $. 47 $658,000 $173.71
Value $.001 Per Share
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Estimated solely for the purpose of calculating the amount of the registration
fee pursuant to Rule 457(c) on the basis of the average of the low bid and ask
prices of the Common Stock of the Registrant as traded in the over-the-counter
market and reported in the Electronic Bulletin Board of the National Association
of Securities Dealers on September 21, 2000
<PAGE>
PART I
DESCRIPTION OF EXECUTIVE, EMPLOYMENT AND CONSULTING AGREEMENTS
The following table sets forth the number of shares of Common stock
issued or authorized to be issued pursuant to certain Consulting and Employment
Agreements attached hereto or incorporated herein by reference.
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<CAPTION>
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Number of Shares or
Compensation Option covered by
Agreement this Registration
Selling Shareholder (Name of Plan) Statement
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<S> <C> <C>
Steve McMurtry Consulting Agreement effective August 1, 2000 300,000 shares
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Don Quarterman Consulting Agreement effective August 1, 2000 100,000 shares
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Terry Byrne Revised Consulting Agreement effective June 1, 2000 900,000 shares
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John Frohling Consulting Agreement effective August 1, 2000 as 100,000 shares
amended by correspondence dated September 21, 2000
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TOTAL 1,400,000 shares
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</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in this
registration statement:
(a) Registrant's Annual Report on Form 10-SB for the fiscal year
ended December 31, 1999, filed pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) Registrant's quarterly report on Form 10-QSB for the fiscal
quarter ended June 30, 2000.
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14, and 15(d) of the Securities Act and Sections 13(a), 13(c), and 14 of the
Exchange Act after 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 hereunder have been sold, or which
registers all securities then remaining unsold under this registration
statement, 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.
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<PAGE>
Item 4. Description of Securities.
The authorized capital stock of Registrant consists of one hundred
million shares (100,000,000), par value $.001 per share, all of which are
designated Common Stock par value $.001 per share. As of September 21, 2000
there were seventy million, seven hundred forty-two thousand, four hundred
ninety two, (70,742,492) shares of Common Stock issued and outstanding.
The holders of shares of Common Stock of the Registrant are entitled to
dividends when and as declared by the Board of Directors from funds legally
available therefore and, upon liquidation, are entitled to share pro rata in any
distribution to shareholders. Holders of the Common Stock have one
non-cumulative vote for each share hold. There are no preemptive, conversion or
redemption privileges, nor sinking fund provisions, with respect to the Common
Stock.
Stockholders are entitled to one vote of each share of Common Stock
held of record on matters submitted to a vote of stockholders. The Common Stock
does not have cumulative voting rights. As a result, the holders of more than
50% of the shares of Common Stock voting for the election of directors can elect
all of the directors if they choose to do so, and, in such event, the holders of
the remaining shares of Common Stock will not be able to elect any person or
persons to the board of directors of Registrant.
The Registrant has twenty million shares of Preferred Stock authorized
and $.001 par value of which none are outstanding. The Registrant has authorized
the issuance of warrants to purchase 4,000,000 Shares of Common Stock
exercisable at various prices from $.75 per share to $2.25 per share,
exercisable until December 31, 2000.
Item 5. Interest of Named Experts and Counsel.
Not applicable
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation provide for indemnification
of its officers and directors for breach of fiduciary duty involving any act or
omission of any such director or officer; provided however, that such provision
shall not eliminate or limit the liability of a director or officer (i) for acts
or omissions which involve intentional misconduct, fraud or a knowing violation
of a law, or (ii) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes. Section 78.7502 of the Nevada Revised Statutes which
provides that when a corporation elects to indemnify its officers and directors,
the indemnification shall encompass expenses, including attorney fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Company pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by registrant of expenses incurred in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in
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<PAGE>
connection with the securities being registered, 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 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.
Except to the extent hereinabove set forth, there is no charter
provision, by-law, contract, arrangement or statute pursuant to which any
director or officer of registrant is indemnified in any manner against any
liability which he may incur in his capacity as such.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibits filed as a part of this Report or incorporated herein by reference
are as follows:
EXHIBIT
NO. ITEM
4.1 Consulting Agreement between Steve McMurtry and the Registrant
effective August 1, 2000.
4.2 Consulting Agreement between Donald Quarterman and the Registrant
effective August 1, 2000.
4.3 Revised Consulting Agreement between Terry Byrne and the Registrant
effective June 1, 2000.
4.4 Letter dated September 21, 2000 Amending Consulting Agreement between
John Frohling and the Registrant effective August 1, 2000.
5.1 Opinion of Frohling, Hudak & Pellegrino, LLC, regarding the legality of
the securities being registered under this Registration Statement.
24.1 Consent of Robert White and Associates, Certified Public Accountants.
24.2 Consent of Frohling, Hudak & Pellegrino, LLC, (set forth in the opinion
of counsel included as Exhibit 5.1).
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<PAGE>
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;
(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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration
statement.
(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 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 section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plans 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 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 of expenses incurred or paid by a director, officer or controlling
person of 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 the 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.
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<PAGE>
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 Tampa, Florida, on the 22nd day of September, 2000.
By /s/ MERRITT JESSON
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Merritt Jesson, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the
following persons in the capacities and on the date indicated have signed this
Registration Statement.
Signature Title Date
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/s/ MERRITT JESSON Chief Executive Officer September 22, 2000
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Merritt Jesson
/s/ ROBERT ELLIS Treasurer and Chief September 22, 2000
------------------------ Financial and Accounting
Robert Ellis Officer
Majority of the Board of Directors
/s/ MERRITT JESSON Director September 22, 2000
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Merritt Jesson
/s/ ROBERT ELLIS Director September 22, 2000
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Robert Ellis
/s/ KHOREN SHAGINIAN Director September 22, 2000
------------------------
Khoren Shaginian
Signature on File
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<PAGE>
INDEX TO EXHIBITS BEING FILED HEREWITH
EXHIBIT
NO. ITEM
4.1 Consulting Agreement between Steve McMurtry and the Registrant
effective August 1, 2000.
4.2 Consulting Agreement between Donald Quarterman and the Registrant
effective August 1, 2000.
4.3 Revised Consulting Agreement between Terry Byrne and the Registrant
effective June 1, 2000.
4.4 Letter dated September 21, 2000 Amending Consulting Agreement between
John Frohling and the Registrant effective August 1, 2000.
5.1 Opinion of Frohling, Hudak & Pellegrino, LLC, regarding the legality of
the securities being registered under this Registration Statement.
24.1 Consent of Robert White and Associates, Certified Public Accountants.
24.2 Consent of Frohling, Hudak, & Pellegrino Counsel for the Registrant
(Set forth in the opinion of counsel included as Exhibit 5.1).
Agreements (see attachments)
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