As filed with the Securities and Exchange Commission on May 17, 2000.
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
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 of Principal Executive Offices)
------------
LETTER AGREEMENT WITH CONSULTING & STRATEGY INTERNATIONAL, INC.
(Full Title of the Plan)
------------
Name, Address and Telephone
Number of Agent for Service: Copy of Communications to:
JONATHAN C. GILCHRIST CHRIS A. FERAZZI
IEXALT, INC. PORTER & HEDGES, L.L.P.
4301 WINDFERN 700 LOUISIANA STREET
HOUSTON, TEXAS 77041 HOUSTON, TEXAS 77002-2764
(281) 600-4000 (713) 226-0600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED
AMOUNT TO OFFERING MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED PRICE PER SHARE (1) OFFERING PRICE REGISTRATION FEE
============================================= ============= =================== ================= ================
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share 190,890 $2.891 $551,863 $148.00
============================================= ============= =================== ================= ================
</TABLE>
(1) Pursuant to Rule 457(c), the registration fee is calculated on the basis
of the average of the high and low prices for the Common Stock on The
Electronic Over-the-Counter Bulletin Board on May 16, 2000, $2.891.
<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, Inc., is set forth in the Information Memorandum for the
Consulting Agreement between iEXALT, INC. and Consulting & Strategy
International, Inc. dated March 15, 2000 (the "Written Compensation Contract").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The written statement required to be provided to participants pursuant to
this Item is set forth in the Information Memorandum referenced in Item 1 above.
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<PAGE>
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 incorporated into this registration statement
("Registration Statement") by reference:
(i) Annual Report on Form 10-KSB for the fiscal year ended August 31,
1999;
(ii) Quarterly Reports on Form 10-QSB for the quarters ended November 30,
1999 and February 29, 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), and January 28, 2000 (as amended on March 16, 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
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
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<PAGE>
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 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 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
representatives of iExalt in defending such an action, in advance of the final
disposition of such action.
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. The policy also reimburses us for
liability incurred in the indemnification of our directors and officers.
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 SEC 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 and bylaws is not intended
to be exhaustive and is qualified in its entirety by the NGCL and our Articles
and bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
EXHIBIT
NO. DESCRIPTION
- ------- ------------------------------------------------------------------
4.1 Letter Agreement between iEXALT, INC. and Consulting & Strategy
International, Inc. dated March 15, 2000 (filed herewith).
5.1 Opinion of Porter & Hedges, L.L.P. with respect to legality of
securities (filed herewith).
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<PAGE>
EXHIBIT
NO. DESCRIPTION
- ------- ------------------------------------------------------------------
23.1 Consent of Jones, Jensen & Company (filed herewith).
23.2 Consent of Harper & Pearson Company, P.C. (filed herewith).
23.3 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
24.1 Powers of Attorney (included on signature page).
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 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.
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<PAGE>
(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.
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jonathan C. Gilchrist his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all pre- and post-effective amendments and supplements to this Registration
Statement, and to file the same, or caused to be filed the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or the substitute or
substitutes of him, may lawfully do or cause to be done by virtue hereof.
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 17th day of May,
2000.
iEXALT, INC.
By: /s/ JONATHAN C. GILCHRIST
-------------------------------------
Jonathan C. Gilchrist
EXECUTIVE VICE PRESIDENT
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 17th day of May, 2000.
SIGNATURE TITLE
--------- -----
Chief Executive Officer and Chairman
/s/ JACK I. TOMPKINS of the Board (principal executive
- ------------------------------------- officer)
Jack I. Tompkins
Chief Accounting Officer, Executive
/s/ KIRWIN DROUET Vice President, and Acting Chief
- ------------------------------------- Operating Officer (principal financial
Kirwin Drouet officer)
/s/ DONALD W. SAPAUGH
- ------------------------------------- President and Director
Donald W. Sapaugh
/s/ HUNTER CARR
- ------------------------------------- Director
Hunter Carr
- ------------------------------------- Director
Morris H. Chapman
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<PAGE>
SIGNATURE TITLE
--------- -----
/s/ VICTORIA A. CARR
- ------------------------------------- Director
Victoria A. Carr
- ------------------------------------- Director
Jim Wise
- -------------------------------------- Director
Tom Dahl
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<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
- ------- ------------------------------------------------------------------
4.1 Letter Agreement between iEXALT, INC. and Consulting & Strategy
International, Inc. dated March 15, 2000 (filed herewith).
5.1 Opinion of Porter & Hedges, L.L.P. with respect to legality of
securities (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 Porter & Hedges, L.L.P. (included in Exhibit 5.1).
24.1 Powers of Attorney (included on signature page).
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EXHIBIT 4.1
[iExalt INC. LETTERHEAD]
March 15, 2000
Consulting & Strategy International, Inc.
5433 Westheimer, Suite 500
Houston, Texas 77056
Re: Consulting Services for iExalt, Inc.
Dear Sirs:
The consulting services rendered in conjunction with iExalt's acquisition
of First Choice Marketing, were greatly appreciated by the Company. In light of
the services you rendered in that regard, which lie outside of the current
consulting contract with your company, iExalt has agreed to pay to Consulting &
Strategy International, Inc. a consulting fee of 190,890 shares of iExalt common
stock that the Company hereby agrees to register under an S-8 filing with the
SEC.
Pursuant to our Agreement, the shares shall be issued equally in the names
of the principals of Consulting & Strategy International, Franklin C. Fisher,
Jr. and Steve Tebo.
Please signify your agreement to this fee structure by signing below and
faxing and mailing to iExalt a signed original of this Agreement. Thanks again
for your help with this matter.
Sincerely,
/s/ JONATHAN C. GILCHRIST
Jonathan C. Gilchrist
ACCEPTED AND AGREED TO:
CONSULTING & STRATEGY INTERNATIONAL, INC.
By /s/ F.C. FISHER, JR.
--------------------------------------
F.C. FISHER, JR.
Chief Executive Officer
EXHIBIT 5.1
[PORTER & HEDGES, L.L.P. LETTERHEAD]
May 17, 2000
iExalt, Inc.
4301 Windfern
Houston, Texas 77041
Re: IEXALT, INC. REGISTRATION STATEMENT ON FORM S-8:
LETTER AGREEMENT WITH CONSULTING & STRATEGY INTERNATIONAL, INC.
Gentlemen:
We have acted as counsel to iExalt, Inc., a Nevada corporation (the
"COMPANY"), in connection with the preparation of a Registration Statement on
Form S-8 (the "REGISTRATION STATEMENT") for filing with the Securities and
Exchange Commission under the Securities Act of 1933, as amended. The
Registration Statement relates, among other things, to an aggregate of 190,890
shares (the "SHARES") of the Company's common stock, par value $.001 per share
(the "COMMON STOCK"), issuable pursuant to the Letter Agreement with Consulting
& Strategy International, Inc. (the "WRITTEN COMPENSATION CONTRACT").
We have examined the Written Compensation Contract and such corporate
records, documents, instruments and certificates of the Company, and have
reviewed such questions of law as we have deemed necessary, relevant or
appropriate to enable us to render the opinion expressed herein. In such
examination, we have assumed without independent investigation the authenticity
of all documents submitted to us as originals, the genuineness of all
signatures, the legal capacity of all natural persons, and the conformity of any
documents submitted to us as copies to their respective originals. As to certain
questions of fact material to this opinion, we have relied without independent
investigation upon statements or certificates of public officials and officers
of the Company.
Based upon such examination and review, we are of the opinion that the Shares
will, upon issuance in accordance with the Written Compensation Contract, be
validly issued, fully paid and non-assessable outstanding shares of Common
Stock.
This Firm consents to the filing of this opinion as an exhibit to the
Registration Statement.
This opinion is conditioned upon the Registration Statement being declared
effective and upon compliance by the Company with all applicable provisions of
the Securities Act of 1933, as amended, and such state securities rules,
regulations and laws as may be applicable.
Very truly yours,
/s/ PORTER & HEDGES, L.L.P.
PORTER & HEDGES, L.L.P.
EXHIBIT 23.1
[JONES, JENSEN & COMPANY, LLC LETTERHEAD]
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement of iEXALT, Inc.
(formerly Sunbelt Exploration, Inc). a Nevada corporation (the
"Registrant"), SEC File No. 000-09322, to be filed on or about April 18,
2000, covering the registration and issuance of 190,890 shares of common
stock.
Ladies and Gentlemen:
We hereby consent to the use of our report for the year ended August 31, 1999,
dated October 12, 1999, in the above referenced Registration Statement. We also
consent to the use of our name as experts in such Registration Statement.
/s/ JONES, JENSEN & COMPANY
Jones, Jensen & Company
Salt Lake City, Utah
May 15, 2000
Exhibit No. 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our reports dated November 5, 1999, December 3, 1999, December 15,
1999 and February 11, 2000, which appear in iExalt, Inc. Current Reports on
Forms 8-K/A dated December 15, 1999, February 14, 2000 and March 16, 2000.
/s/ HARPER & PEARSON COMPANY
HARPER & PEARSON COMPANY
Houston, Texas
May 15, 2000
