As filed with the Securities and Exchange Commission on October 6, 2000.
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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iEXALT, INC.
(Exact name of registrant as specified in its charter)
NEVADA 75-1667097
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
4301 WINDFERN
HOUSTON, TEXAS 77041
(Address, including Zip Code, of Registrant's Principal Executive Offices)
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LETTER AGREEMENT WITH CONSULTING & STRATEGY INTERNATIONAL LLC
(Full Title of Plan)
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Donald W. Sapaugh
Chief Executive Officer
4301 WINDFERN
HOUSTON, TEXAS 77041
(Name and Address of agent for service)
(281) 600-4000
(Telephone Number, including area code, of agent for service)
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Copy to:
Seth A. Farbman, P.C.
Seth A. Farbman
138-54 Jewel Avenue
Flushing, NY 11367
(718) 261-4327
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
AGGREGATE
AMOUNT TO OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED (1) PRICE (2) REGISTRATION FEE (2)
============================================= ================= =================== ====================
<S> <C> <C> <C>
Common Stock, par value $.001 per share 600,000 $628,140 $166
============================================= ================= =================== ====================
</TABLE>
(1) This Registration Statement relates to 600,000 shares of the Registrant's
Common Stock, par value $.001 per share, to be issued upon conversion
of certain options granted pursuant to the terms of the Letter
Agreement with Consulting and Strategy International LLC.
(2) Pursuant to Rule 457(c) of the Securities Act of 1933 (the "Securities
Act") the registration fee is calculated on the basis of the average of
the bid and ask prices for the Common Stock as quoted on the
Over-the-Counter Bulletin Board on October 3, 2000, $1.0469
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act, and are incorporated herein by reference.
ITEM 1. PLAN INFORMATION
The information required to be provided pursuant to this Item to the
participants Franklin C. Fisher, Jr. and Steve Tebo, principals of Consulting &
Strategy International LLC, is set forth in the Letter Agreement with Consulting
& Strategy International LLC ("Letter Agreement"). See Exhibit 4.1.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The written statement required to be provided to participants pursuant to
this Item 2 is set forth in the Letter Agreement referenced in Item 1 above.
We will provide without charge to each participant in the written
compensation contracts, upon written or oral request of such person, a copy
(without exhibits, unless such exhibits are specifically incorporated by
reference) of any or all of the documents incorporated by reference pursuant to
this Item 2. Requests may be forwarded to iExalt, Inc., Don Sapaugh, 4301
Windfern, Houston, Texas 77041, (281) 600-4000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the following documents filed by iEXALT, INC., a Nevada
corporation ("iEXALT" or the "Registrant"), with the Securities and Exchange
Commission (the "Commission") are hereby incorporated into this registration
statement ("Registration Statement") by reference:
(i) Annual Report on Form 10-KSB for the fiscal year ended August 31, 1999
as filed on November 29, 1999; and
(ii) Quarterly Reports on Form 10-QSB for the quarters ended November 30,
1999, February 29, 2000, and May 31, 2000; and
(iii) Current Reports on Form 8-K as filed on October 15, 1999 (as amended
on December 15, 1999), December 16, 1999 (as amended on February 14,
2000), January 28, 2000 (as amended on March 16, 2000), July 26,
2000 (as amended on September 25, 2000), July 27, 2000 and
September 19, 2000.
All documents filed by us with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to the filing date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
<PAGE>
Statement which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents. We will provide without charge to each
participant in the written compensation contracts, upon written or oral request
of such person, a copy (without exhibits, unless such exhibits are specifically
incorporated by reference) of any or all of the documents incorporated by
reference pursuant to this Item 3.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Nevada General Corporation Law ("NGCL") provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party,
by reason of the fact that such person was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, to (i) any action or suit by or in the right
of the corporation against expenses, including amounts paid in settlement and
attorneys' fees, actually and reasonably incurred, in connection with the
defense or settlement believed to be in, or not opposed to, the best interests
of the corporation, except that indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a court of
competent jurisdiction to be liable to the corporation or for amounts paid in
settlement to the corporation and (ii) any other action or suit or proceeding
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement, actually and reasonably incurred, if he or she acted in good
faith and in a manner which he or she reasonably believed to be in, or not
opposed to, reasonable cause to believe his or her conduct was unlawful. To the
extent that a director, officer, employee or agent has been "successful on the
merits or otherwise" the corporation must indemnify such person. The articles of
incorporation or bylaws may provide that the expenses of officers and directors
incurred in defending any such action must be paid as incurred and in advance of
the final disposition of such action. The NGCL also permits the registrant to
purchase and maintain insurance on behalf of the registrants directors and
officers against any liability arising out of their status as officers and
directors, whether or not the registrant would have the power to indemnify him
against such liability. These provisions may be sufficiently broad to indemnify
such persons for liabilities arising under the Securities Act.
Our Articles of Incorporation and bylaws provide that we shall, to the
fullest extent allowed by applicable law, indemnify any director, officer,
employee, agent or other representative of iExalt in connection with certain
actions, suits or proceedings, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred. Our Articles of Incorporation and bylaws also provide that, by
resolution of the board of directors, we may pay any expenses incurred by our
directors, officers, employees, agents or other of our representatives of in
defending such an action, in advance of the final disposition of such action.
<PAGE>
The NGCL provides that a corporation's articles of incorporation may contain
a provision which eliminates or limits the personal liability of a director or
officer to the corporation or its stockholders for damages for breach of
fiduciary duty as a director or officer, provided that such a provision must not
eliminate or limit the liability of a director or officer for: (a) acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law; or (b) the payment of illegal distributions. Our Articles include a
provision eliminating the personal liability of directors for breach of
fiduciary duty to the extent allowed under applicable law.
Our bylaws provide that we may maintain insurance, at our expense, to
protect us and any of our directors, officers, employees or agents or any person
serving at our request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
expense, liability or loss, whether or not we would have the power to indemnify
such person against such expense, liability or loss under the NGCL. We carry
directors and officers liability insurance that would indemnify our directors
and officers against damages arising out of certain kinds of claims that might
be made against them based on their negligent acts or omissions while acting in
their capacity as officers and directors.
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 foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the 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.
The above discussion of the NGCL and our Articles of Incorporation and
bylaws is not intended to be exhaustive and is qualified in its entirety by the
NGCL and our Articles of Incorporation and bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
<PAGE>
ITEM 8. EXHIBITS
EXHIBIT
NUMBER. DESCRIPTION OF EXHIBIT
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3.1 Restated Articles of Incorporation of the Company (filed as
Exhibit 3.2 to the Company's Quarterly Report on Form 10-QSB for
the quarter ending February 29, 2000 as filed with the Commission
on April 14, 2000).
3.2 Amended bylaws of the Company (filed as Exhibit 3.1 to the
Company's Quarterly Report on Form 10-QSB for the quarter ending
February 29, 2000 as filed with the Commission on April 14,
2000).
4.1 Letter Agreement between iEXALT, INC. and Consulting & Strategy
International LLC dated September 25, 2000 (filed herewith).
5.1 Opinion of Seth A. Farbman, P.C. (filed herewith).
23.1 Consent of Jones, Jensen & Company (filed herewith).
23.2 Consent of Harper & Pearson Company, P.C. (filed herewith).
23.3 Consent of Baird, Kurtz & Dobson (filed herewith).
23.4 Consent of Seth A. Farbman, P.C. (included in Exhibit 5.1).
ITEM 9. UNDERTAKINGS
(a) UNDERTAKING TO UPDATE
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 to:
(i) include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) 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 in the Registration Statement;
and
(iii) 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 15(d) of the
<PAGE>
Securities Exchange Act of 1934, as amended (the "Exchange Act") that are
incorporated by reference in the Registration Statement.
(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) UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in this 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) UNDERTAKING WITH RESPECT TO INDEMNIFICATION
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 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
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.
<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 Houston, State of Texas, on this 5th day of
October, 2000.
iEXALT, INC.
By: /s/ DONALD W. SAPAUGH
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Donald W. Sapaugh
CHIEF EXECUTIVE OFFICER
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on this 5th day of October, 2000.
SIGNATURE TITLE
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/s/ Donald W. Sapaugh Chief Executive Officer and Chairman
---------------------------------- of the Board (principal executive
Donald W. Sapaugh officer)
/s/ JAMES W. CARROLL Chief Financial Officer, (principal
------------------------------------- accounting officer)
James W. Carroll
/s/ HUNTER M. A. CARR Director
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Hunter M. A. Carr
/s/ MORRIS H. CHAPMAN Director
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Morris H. Chapman
/s/ VICTORIA R. A. CARR Director
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Victoria R. A. Carr
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER. DESCRIPTION OF EXHIBIT
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3.1 Restated Articles of Incorporation of the Company (filed as
Exhibit 3.2 to the Company's Quarterly Report on Form 10-QSB for
the quarter ending February 29, 2000 as filed with the Commission
on April 14, 2000).
3.2 Amended bylaws of the Company (filed as Exhibit 3.1 to the
Company's Quarterly Report on Form 10-QSB for the quarter ending
February 29, 2000 as filed with the Commission on April 14,
2000).
4.1 Letter Agreement between iEXALT, INC. and Consulting & Strategy
International LLC dated September 25, 2000 (filed herewith).
5.1 Opinion of Seth A. Farbman, P.C. (filed herewith).
23.1 Consent of Jones, Jensen & Company (filed herewith).
23.2 Consent of Harper & Pearson Company, P.C. (filed herewith).
23.3 Consent of Baird, Kurtz & Dobson (filed herewith).
23.4 Consent of Seth A. Farbman, P.C. (included in Exhibit 5.1).
