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As filed with the Securities and Exchange Commission on June 22, 2000
===============================================================================
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________________________
FORM S-8
Registration Statement
Under the Securities Act of 1933
____________________________________
EPICEDGE, INC.
(Exact name of Registrant as specified in its charter)
Texas 75-1657943
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
3200 Wilcrest, Suite 370 Charles H. Leaver, Jr.
Houston, Texas 77042 3200 Wilcrest, Suite 370
(713) 784-2374 Houston, Texas 77042
(Address and telephone (713) 784-2374
number, including (Name, address, including zip code,
area code, of registrant's and telephone number, including
principal executive offices) area code, of agent for service)
1999 STOCK OPTION PLAN, AS AMENDED
(Full Title of the Plans)
_________________
copy to:
Margaret C. Fitzgerald
Brewer & Pritchard, P.C.
Three Riverway, 18th Floor
Houston, Texas 77056
Phone (713) 209-2913
Fax (713) 209-2923
_________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================
Title of Proposed Maximum Proposed Maximum Amount of
Securities To Be Amount Being Offering Price Agregate Registration
Registered Registered(1) Per Share(2) Offering Price(2) Fee
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.001 per share................. 7,500,000 $20.88 $156,600,000 $41,343
-----------------------------------------------------------------------------------------------------------
TOTAL $41,343
===========================================================================================================
</TABLE>
____________
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
number of shares of the issuer's Common Stock registered hereunder will be
adjusted in the event of stock splits, stock dividends or similar
transactions.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h), on the basis of the high and low
prices of the Common Stock as reported by the American Stock Exchange on
June 19, 2000.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by EpicEdge, Inc. ("Company" or
"Registrant") with the Securities and Exchange Commission are incorporated in
this Form S-8 by reference:
1. The Company's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"),
or, either (i) the Company's latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended ("Securities Act") that contains
audited financial statements for the Company's latest fiscal year for which such
statements have been filed;
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (1) above; and
3. The description of the Company common stock that is contained in a
registration statement or amendment to any registration statement filed under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating the description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to the Registration Statement that indicate that all shares
of common stock offered have been sold or that deregister all of the shares then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part of it from the date of filing of the
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article XI of the Articles of Incorporation of the Company provides for
indemnification of officers, directors, employees and agents of the Company as
follows:
It is hereby expressly provided that the directors and officers and
former directors and officers of the Corporation shall be fully protected and
indemnified against any personal liability to the Corporation or others that may
arise by reason of any of their actions taken in good faith on behalf or for the
benefit of the Corporation to the full extent permitted by the laws of the State
of Texas; the foregoing right to indemnity shall include reimbursement of the
amounts and expenses paid in settling any such action, suit or proceeding when
settlement appears to be in the best interest of the Corporation.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
----------- -------------------------
5.1/(1)/ - Opinion Regarding Legality
10.1/(2)/ - 1999 Stock Option Plan, as amended
23.1/(1)/ - Consent of Counsel (included in Exhibit 5.1)
23.2/(1)/ - Consent of independent public accountants
_____________________
(1) Filed with this Form S-8.
(2) Filed as an exhibit to the Corporation's Definitive Proxy Statement for the
year ended December 31, 1999 filed with the Commission April 28, 2000 and
incorporated herein by reference.
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;
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 and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(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; 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.
Provided, however, that paragraphs (a)(1)(i) and (ii) do
not apply if the registration statement is on Form S-3 or
Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
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(2) That, for the purpose of determining any 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 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 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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6 above, 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.
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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 Houston, State of Texas, on the 22nd day of June,
2000.
EPICEDGE, INC.
By: /s/ CHARLES H. LEAVER, JR.
-----------------------------
CHARLES H. LEAVER, JR.,
Chief Executive Officer
____________________________
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ CARL R. ROSE Chairman of the Board June 22, 2000
---------------------------
CARL R. ROSE
/s/ CHARLES H. LEAVER, JR. Director and Chief Executive June 22, 2000
--------------------------- Officer
CHARLES H. LEAVER, JR.
/s/ JEFFREY SEXTON Director, President June 22, 2000
--------------------------- and Chief Operating Officer
JEFFREY SEXTON
/s/ JOHN STREETEN Director June 22, 2000
---------------------------
JOHN STREETEN
/s/ BAHRAM NOUR-OMID Director June 22, 2000
---------------------------
BAHRAM NOUR-OMID
/s/ NICHOLAS REDING Director June 22, 2000
---------------------------
NICHOLAS REDING
/s/ BRIAN THOMPSON Director June 22, 2000
---------------------------
BRIAN THOMPSON
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