As filed with the Securities and Exchange Commission on September 27, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under the
Securities Act of 1933
____________________
SENTO TECHNICAL INNOVATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Utah 87-0284979
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
____________________
311 North State Street
Orem, Utah 84057
(Address of Principal Executive Offices,
including Zip Code)
SENTO TECHNICAL INNOVATIONS CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Robert K. Bench Copy to:
President RICHARD G. BROWN
Sento Technical Innovations Corporation Kimball, Parr, Waddoups, Brown & Gee
311 North State Street 185 South State Stret, Suite 1300
Orem, Utah 84057 Salt Lake City, Utah 84111
(801) 977-3100 (801) 532-7840
(Name, address and telephone
number, including area code,
of agent for service)
____________________
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Title of Maximum Aggregate
Securities to Amount to be Offering Price Offering Amount of
be Registered Registered per Share(1) Price(1) Registration Fee(1)
Common Stock,
$.25 par value 200,000 shares $4.63 $926,000 $320.00
(1) Pursuant to Rules 457(h)(1) and 457(c), the offering price per share,
aggregate offering price and registration fee are computed on the basis
of the average of the bid and asked prices as reported on September 23,
1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Sento Technical Innovations Corporation
(the "Registrant") with the Securities and Exchange Commission are hereby
incorporated by reference in this Registration Statement:
(1) The Registrant's Annual Report on Form 10-KSB for the year ended April
30, 1996.
(2) The Registrant's Amendment No. 1 to Annual Report on From 10-KSB/A for
the year ended April 30, 1996.
(3) The Registrant's Current Report on Form 8-K dated April 18, 1996.
(4) The Registrant's Amendment No.1 to Current Report on Form 8-K/A dated
April 18, 1996.
(5) The Registrant's Current Report on Form 8-K dated June 18, 1996.
(6) The Registrant's Report on Form 10-C dated June 27, 1996.
(7) The Registrant's Transition Report on Form 10-QSB for the transition
period from May 1, 1996 through June 30, 1996.
(8) The Registrant's Current Report on Form 8-K dated September 10, 1996.
(9) The description of the Registrant's Common Stock, $0.25 par value,
contained in the Registrant's Registration Statement on Form 10 filed
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendment or report filed under the Exchange Act
for the purpose of updating such description.
In addition, 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 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 of such documents. Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which also is incorporated by
<PAGE>
reference herein) modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof except as
so modified or superseded.
The consolidated financial statements of Sento Technical Innovations
Corporation and Subsidiaries (formerly Spire International Corp.) as of April
30, 1996 and 1995, and for each of the years then ended, have been incorporated
by reference herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein and
upon the authority of said firm as experts in accounting and auditing. To the
extent that KPMG Peat Marwick LLP audits and reports on financial statements of
Sento Technical Innovations Corporation and Subsidiaries (formerly Spire
International Corp.) issued at future dates, and consents to the use of their
report thereon, such financial statements also will be incorporated by reference
in the registration statement in reliance upon their report and said authority.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 16-10a-902 ("Section 902") of the Corporation Act provides that a
corporation may indemnify any individual who was, is, or is threatened to be
made a named defendant or respondent (a "Party") in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal (a "Proceeding"), because he is or
was a director of the corporation or, while a director of the corporation, is or
was serving at its request as a director, officer, partner, trustee, employee,
fiduciary or agent of another corporation or other person or of an employee
benefit plan (an "Indemnifiable Director"), against any obligation incurred with
respect to a Proceeding, including any judgment, settlement, penalty, fine or
reasonable expenses (including attorneys' fees), incurred in the Proceeding if
his conduct was in good faith, he reasonably believed that his conduct was in,
or not opposed to, the best interests of the corporation, and, in the case of
any criminal Proceeding, he had no reasonable cause to believe his conduct was
unlawful; provided however, that, pursuant to Subsection 902(4), (i)
indemnification under Section 902 in connection with a Proceeding by or in the
right of the corporation is limited to payment of reasonable expenses (including
attorneys' fees) incurred in connection with the Proceeding and (ii) the
corporation may not indemnify an Indemnifiable Director in connection with a
Proceeding by or in the right of the corporation in which the Indemnifiable
Director was adjudged liable to the corporation, or in connection with any other
Proceeding charging that the Indemnifiable Director derived an improper personal
benefit, whether or not involving action in his official capacity, in which
Proceeding he was adjudged liable on the basis that he derived an improper
personal benefit.
Section 16-10a-903 ("Section 903") of the Corporation Act provides that,
unless limited by its articles of incorporation, a corporation shall indemnify
an Indemnifiable Director who was successful, on the merits or otherwise, in the
defense of any Proceeding, or in the defense of any claim, issue or matter in
the Proceeding, to which he was a Party because he is or was an Indemnifiable
Director of the corporation, against reasonable expenses (including attorneys'
fees) incurred by him in connection with the Proceeding or claim with respect to
which he has been successful.
In addition to the indemnification provided by Sections 902 and 903,
Section 16-10a-905 ("Section 905") of the Corporation Act provides that, unless
otherwise limited by a corporation's articles of incorporation, an Indemnifiable
Director may apply for indemnification to the court conducting the Proceeding or
to another court of competent jurisdiction. On receipt of an application and
after giving any notice the court considers necessary, (i) the court may order
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mandatory indemnification under Section 903, in which case the court shall also
order the corporation to pay the director's reasonable expenses to obtain
court-ordered indemnification, or (ii) upon the court's determination that the
director is fairly and reasonably entitled to indemnification in view of all the
relevant circumstances and regardless of whether the director met the applicable
standard of conduct set forth in Section 902 or was adjudged liable as described
in Subsection 902(4), the court may order indemnification as the court
determines to be proper, except that indemnification with respect to certain
Proceedings resulting in a director being found liable as described in
Subsection 902(4) is limited to reasonable expenses (including attorneys' fees)
incurred by the director.
Section 16-10a-904 ("Section 904") of the Corporation Act provides that a
corporation may pay for or reimburse the reasonable expenses (including
attorneys' fees) incurred by an Indemnifiable Director who is a Party to a
Proceeding in advance of the final disposition of the Proceeding if (i) the
director furnishes the corporation a written affirmation of his good faith
belief that he has met the applicable standard of conduct described in Section
902, (ii) the director furnishes to the corporation a written undertaking,
executed personally or in his behalf, to repay the advance if it is ultimately
determined that he did not meet the required standard of conduct, and (iii) a
determination is made that the facts then known to those making the
determination would not preclude indemnification.
Section 16-10a-907 of the Corporation Act provides that, unless a
corporation's articles of incorporation provide otherwise, (i) an officer of the
corporation is entitled to mandatory indemnification under Section 903 and is
entitled to apply for court ordered indemnification under Section 905, in each
case to the same extent as an Indemnifiable Director, (ii) the corporation may
indemnify and advance expenses to an officer, employee, fiduciary or agent of
the corporation to the same extent as an Indemnifiable Director, and (iii) a
corporation may also indemnify and advance expenses to an officer, employee,
fiduciary or agent who is not an Indemnifiable Director to a greater extent than
the right of indemnification granted to Indemnifiable Directors, if not
inconsistent with public policy, and if provided for by its articles of
incorporation, bylaws, general or specific action of its board of directors or
contract.
Article 9 of the Company's Bylaws provides that the Company shall indemnify
all directors and officers of the Company as permitted by the Corporation Act.
Under such provisions, any director or officer, who in his capacity as such, is
made a party to any suit or proceeding, shall be indemnified if such director or
officer acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interest of the Company and, in the case of a
criminal proceeding, he or she had no reasonable cause to believe his or her
conduct was unlawful; provided, however, that no indemnification may be given a
director or officer where the claim or liability arose out of that person's own
negligence or willful misconduct, or if such person is ultimately adjudged in
the proceeding to be liable to the Company or liable on the basis that he or she
derived an improper personal benefit. The Bylaws further provide that such
indemnification is not exclusive of any other rights to which such individuals
may be entitled under the Articles, the Bylaws, any agreement, vote of
stockholders or otherwise.
Indemnification may be granted pursuant to any other agreement, bylaw, or
vote of shareholders or directors. The Company currently maintains no policy of
director's and officer's insurance for the benefit of the officers and directors
of the Company. The foregoing description is necessarily general and does not
describe all details regarding the indemnification of officers, directors or
controlling persons of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Exhibit Index on page 7.
<PAGE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, 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 this 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 this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the 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 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.
<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 Orem, State of Utah, on September 24, 1996.
SENTO TECHNICAL INNOVATIONS CORPORATION
By /s/ Robert K. Bench
Robert K. Bench
President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature to this
Registration Statement appears below hereby constitutes and appoints Gary B.
Godfrey and Robert K. Bench, and each of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution, to sign on his
behalf individually and in the capacity stated below and to perform any acts
necessary to be done in order to file all amendments and post-effective
amendments to this Registration Statement, and any and all instruments or
documents filed as part of or in connection with this Registration Statement or
the amendments thereto and each of the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitutes, shall do
or cause to be done by virtue hereof.
Signature Title Date
/s/ Gary B. Godfrey Chairman of the Board and September 27, 1996
Gary B. Godfrey Chief Executive Officer
(principal executive officer)
/s/ Robert K. Bench President, Chief Financial September 24, 1996
Robert K. Bench Officer and Director
(principal accounting and
financial officer)
/s/ Brain W. Braithwaite Secretary, Treasurer and September 24, 1996
Brian W. Braithwaite Director
<PAGE>
SENTO TECHNICAL INNOVATIONS CORPORATION
EXHIBIT INDEX
Regulation S-K
Exhibit No. Description
4.1 Articles of Incorporation, as amended
4.2* Bylaws of the Registrant (incorporated
by reference to the Registrant's Annual
Report on Form 10-KSB for the year ended
April 30, 1996).
5 Opinion of Kimball, Parr, Waddoups, Brown
& Gee, a professional corporation, as to
the legality of the securities offered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Kimball, Parr, Waddoups, Brown & Gee
(included in Exhibit No. 5).
24 Powers of Attorney (included on page 6 hereof).
_________________________________
* Incorporated by reference
(The Articles of Incorporation of Sento Technical Innovations
Corporation, as they have been amended from time to time, have
been restated in electronic format in accordance with Rule 102(c)
of Regulation S-T for purposes of filing with the SEC)
ARTICLES OF INCORPORATION
OF
SENTO TECHNICAL INNOVATIONS CORPORATION
We, the undersigned natural persons of the age of 21 years or more acting
as incorporators of a corporation under the Utah Business Corporation Act, adopt
the following Articles of Incorporation for such a corporation.
ARTICLE I. Corporate Name.
The name of the corporation is SENTO TECHNICAL INNOVATIONS
CORPORATION.
ARTICLE II
The period of its duration shall be perpetual.
ARTICLE III
The purposes for which the corporation is organized are: To engage in any
business, investment or other pursuit or activity, whether retail or wholesale,
whether commercial or industrial, or whether mining, milling or manufacturing,
and specifically including the purchase and development of gold, silver, uranium
and other mining properties; and to perform any and all other lawful acts or
purposes as are or may be granted to corporate entities under the laws of the
State of Utah and by any other state or foreign country. The corporation may
conduct its business anywhere within the State of Utah and may have branch
businesses within the State or in any of the states of the United States, or in
any foreign country, without in any way limiting the foregoing powers. It is
hereby provided that the corporation shall have power to do any and all acts and
things that may be reasonably necessary or appropriate to accomplish any of the
foregoing purposes for which the corporation is formed.
ARTICLE IV. Shares.
The aggregate number of shares which this corporation shall have authority
to issue is 8,000,000 shares of common stock having a par value of $.25 per
share. There shall be no cumulative voting and each share shall entitle the
holder thereof to one vote at all meetings of the stockholders. There shall be
no pre-emptive rights. Fully paid stock of this corporation shall not be liable
to any further call or assessment.
<PAGE>
Each seven (7) shares of common stock issued and outstanding as of the day
and time that these Articles of Amendment and Share Exchange are filed with the
Utah Division of Corporations and Commercial Code (the "Change Time"), and each
issued seven (7) shares of common stock held by the corporation, shall be, on
and as of the Change Time, combined into one (1) share of common stock, subject
to any adjustment for rounding in lieu of fractional shares, as provided herein
below.
Each certificate representing shares of common stock which are issued and
outstanding, or issued and held by the corporation, immediately prior to the
Change Time, shall thereafter for all purposes be deemed to represent one (1)
share of common stock for each seven (7) shares of common stock represented by
such certificate; and each holder of record of a certificate for seven (7) or
more shares of common stock as of the Change Time shall be entitled to receive,
as soon as practicable, and upon surrender of such certificate to the officer or
agent having charge of the stock transfer books of the corporation, a
certificate or certificates representing one (1) share of common stock for each
seven (7) shares of common stock represented by the certificate of such holder
immediately prior to the Change Time, subject to any adjustment for rounding in
lieu of fractional shares, as provided herein below. The shares of common stock
represented by certificates issued pursuant to this paragraph shall be validly
issued, fully paid and nonassessable.
No fractional shares or scrip certificates shall be issued to the holders
of presently issued and outstanding common stock. Rather, if any holder of
shares of common stock would otherwise be entitled to a fractional share, the
corporation will round the number of shares of common stock to be issued to such
holder to the nearest whole share and will issue, pursuant to the preceding
paragraph, a certificate or certificates representing such rounded number of
shares of common stock.
ARTICLE V
The corporation shall not commence business until at least $1,000.00
has been areceived by it as consideration for the issuance of shares.
ARTICLE VI
The principal place of business and the principal office of the corporation
shall be in Salt Lake County, State of Utah; branch offices or other places of
business may be established elsewhere in the State of Utah or without the State
of Utah and in the United States or without the United States as the Board of
Directors may determine.
ARTICLE VII
Provisions for the regulation of the internal affairs of the corporation
will be contained in By-Laws appropriately adopted by the Board of Directors in
accordance with Section 16-10-25 of the Utah Code Annotated (1953), as amended.
<PAGE>
ARTICLE VIII
The address of the initial registered office of the corporation is 1399
South 7th East Street, Salt Lake City, Utah; and the name of its initial
registered agent at such address is Lamar H. Holley.
ARTICLE IX
The number of directors shall be not less than three nor more than nine,
and the directors constituting the initial Board shall be three, and the names
and addresses of the persons who are to serve as directors until the first
annual meeting of the shareholders or until their successors are elected and
shall qualify are:
Lamar H. Holley 979 E. Hillcrest Drive
Springville, Utah
Louis E. Midgley 1963 Hollywood Avenue
Salt Lake City, Utah
Lois S. Holley 979 E. Hillcrest Drive
Springville, Utah
ARTICLE X
The name and address of each incorporator is:
Lamar H. Holley 979 East Hillcrest Drive
Springville, Utah
Byron C. Watts 3624 Apollo Drive
Salt Lake City, Utah
Lois S. Holley 979 East Hillcrest Drive
Salt Lake City, Utah
September 27, 1996
The Board of Directors of
Sento Technical Innovations Corporation
311 North State Street
Orem, Utah 84057
Re: Sento Technical Innovations Corporation- Registration Statement on
Form S-8
Gentlemen:
As counsel to Sento Technical Innovations Corporation, a Utah corporation
(the "Company"), in connection with the Company's Registration Statement on Form
S-8 (the "Registration Statement") to be filed under the Securities Act of 1933,
as amended, for registration of 200,000 shares (the "Shares") of Common Stock,
$0.25 par value, of the Company to be offered, sold and issued by the Company
pursuant to the Sento Technical Innovations Corporation 1996 Employee Stock
Purchase Plan (the "Purchase Plan"), we have examined the originals or
certified, conformed or reproduction copies of all such records, agreements,
instruments and documents as we have deemed necessary as the basis for the
opinion expressed herein. In all such examinations, we have assumed the
genuineness of all signatures on original or certified copies and the conformity
to original or certified copies of all copies submitted to us as conformed or
reproduction copies. As to various questions of fact relevant to the opinion
hereinafter expressed, we have relied upon certificates of public officials and
statements or certificates of officers or representatives of the Company and
others.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued in accordance with the terms and conditions of the Purchase
Plan and pursuant to the Registration Statement, will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Kimball, Parr, Waddoups, Brown & Gee
The Board of Directors
Sento Technical Innovations Corporation:
We consent to incorporation be reference in the Registration Statement on Form
S-8 of Sento Technical Innovations Corporation (formerly Spire International
Corp.) of our report dated June 21, 1996, relating to the consolidated balance
sheets of Spire International Corp. and subsidiaries as of April 30, 1996 and
1995, and the related consolidated statements of income, stockholders' equity,
and cash flows for the years then ended, which report appears in the April 30,
1996 form 10-KSB of Spire International Corp.
KPMG Peat Marwick LLP
Salt Lake City, Utah
September 24, 1996
