As filed with the
Securities and Exchange Commission on July 9, 1997.
Registration No. 333-5862
POST-EFFECTIVE AMENDMENT NO. 5
TO FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Net Lnnx, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1726390
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
324 Datura Street, Suite 303 West Palm Beach, Florida 33401
(Address of Principal Executive Office) (Zip Code)
Net Lnnx, Inc. 1996 Stock Plan
(Full title of the plan)
Ronald W. Hayes, Jr.
324 Datura Street, Suite 303, West Palm Beach, FL 33401
(Name and address of agent for service)
(561) 659-1196
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
Proposed(l) Proposed(l)
Title of Securities Amount to maximum maximum Amount of
to be registered be registered offering price aggregate registration
per share offering fee
price
<S> <C> <C> <C> <C>
Common Stock 8,200 shs. $1.03 $ 8,446 $100.00
(No par value)
</TABLE>
The registrant hereby files this Post Effective Amendment No. 5 to the
Registration Statement as a "reoffer prospectus" to effectuate the resale of
8,200 shares of "control securities", as that term is defined under Rule 405
of the Securities Act of 1933, as amended (the "Act"), pursuant to the General
Instructions to this S-8 Registration Statement. These securities are offered
on a best efforts basis with no minimum purchase requirement. The proceeds
from this offering shall be deposited directly into the account of the selling
securities holder. No proceeds shall be placed in escrow or trust. This
offering shall terminate on August 30, 1997. See "Risk Factors", herein.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE;
_________________
(1) Based upon the averaged bid and ask price of $1.03 per share as
of July 8, 1997.
<PAGE>
Registrant Information
All references herein to "Net Lnnx" or the "Corporation" mean Net Lnnx,
Inc., unless otherwise indicated by the context.
Net Lnnx, Inc. is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and Exchange
Commission. Such reports and other information may be inspected and copied at
the Public Reference Room of the Commission, 450 5th Street, N.W., Room 1024,
Washington, D. C. 20549, and at the Commission's regional offices in New York
(26 Federal Plaza, New York, New York 10007), Chicago (Everett McKinley
Dirksen Building, 219 South Dearborn Street, Chicago, Illinois 60604) and Los
Angeles (5757 Wilshire Blvd., Suite 500 East, Los Angeles, California
90036-3648). Copies of such material can also be obtained from the Public
Reference Section of the Commission, Washington, D. C. 20549 at prescribed
rates. The Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding the Corporation. The
address of such Web site is (http://www.sec.gov).
Incorporation of Certain Documents by Reference
The following documents filed with the Securities and Exchange Commission
by the Corporation are incorporated herein by reference as of their respective
dates as set forth therein:
(a) The Corporation's Form 10-KSB for the fiscal year
ended December 31, 1996 filed April 15, 1997.
(b) The Corporation's Form 8-K filed January 10, 1997.
(c) The Corporation's Form 8-K filed February 14, 1997.
(d) The Corporation's Form S-8 POS filed February 27, 1997.
(e) The Corporation's Form S-8 POS filed February 27, 1997.
(f) The Corporation's Form 8-K/A filed March 24, 1997.
(g) The Corporation's Form NT 10-K filed March 31, 1997.
(h) The Corporation's Form S-8 POS filed April 30, 1997.
(i) The Corporation's Form 10-QSB filed May 15, 1997.
All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered herein have been sold or which registers
all such securities remaining unsold shall be deemed to be incorporated herein
by reference and to be a part hereof from the date of filing of such
documents.
The Corporation will provide without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of any and all documents described above (other
than exhibits to such documents). Such requests should be addressed to:
Investor Relations
Net Lnnx, Inc.
324 Datura Street, Suite 303
West Palm Beach, FL 33401
(561) 659-1196
<PAGE>
Report to Shareholders
The Corporation furnishes its stockholders with annual reports containing
consolidated financial statements that have been examined and reported upon,
with an opinion expressed by independent certified public accountants, and
quarterly reports containing unaudited summaries of financial information for
the first three quarters of each fiscal year.
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Corporation. This Prospectus
does not constitute an offer or solicitation by anyone in any state in which
such offer or solicitation is not authorized, or in which the person making
such offer or solicitation is not qualified to do so, or to any person whom it
is unlawful to make such offer or solicitation. The delivery of this
Prospectus at any time does not imply that information herein is correct as of
any time subsequent to the date hereof.
THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS
PROSPECTUS. STATEMENTS IN THIS PROSPECTUS AS TO THE PROVISIONS OF THE PLAN
ARE NOT NECESSARILY COMPLETE AND IN EACH INSTANCE REFERENCE IS MADE TO THE
COPY OF THE PLAN WHICH APPEARS AT APPENDIX A TO THE PROSPECTUS, AND EACH SUCH
STATEMENT IN THIS PROSPECTUS IS QUALIFIED IN ALL SUCH RESPECTS BY SUCH
REFERENCE.
The date of this Prospectus is July 9, 1997.
<PAGE>
Risk Factors
The securities being offered hereby involve a high degree of risk. Prior
to making an investment, prospective investors should carefully consider the
following factors inherent in and affecting an investment in the Corporation
and this offering.
Operating History
The Corporation as of the date hereof, conducts virtually no business
operations, other than its efforts to seek merger or acquisition candidates.
On December 31, 1997, the Corporation underwent a change of control. As of
January 31, 1997, new management has sold all of the Corporation's operating
subsidiaries. As a result, the Corporation has no business history that
investors can analyze to aid them in making an informed judgment as to the
merits of an investment in the Corporation. As of the date of this
Prospectus, the Corporation has not entered into any definitive arrangement to
purchase any assets or businesses.
Shell Corporation
The Corporation does not have any specific business operations, therefor,
an investment in the shares involves an extremely high degree of risk. The
Corporation's present business is to search for merger or acquisition
candidates. As of the date of this Prospectus, the Corporation has not
entered into any definitive arrangement to purchase any assets or businesses.
Investors in the Corporation have no control over the decision making relating
to such. Shareholders will be unable to pass upon the merits of transactions
that the Corporation may ultimately make. Also, the Corporation cannot
estimate the time that it may take in its search for merger or acquisition
candidates. Such a search may be time consuming and such potential delays
should be considered by investors prior to the purchase of any stock in this
offering.
No Identification of Acquisition or Merger Candidate
Presently, the Corporation and its affiliates have no plans, proposals,
arrangements, or understandings with respect to any possible business
combination or opportunity. There is no assurance the Corporation will be
able to acquire a business opportunity on terms favorable to the
Corporation.
Dependence on Officers and Directors
The Corporation is presently dependent upon its officers and directors
and their efforts to seek merger or acquisition candidates. In the event the
Corporation should lose the services of any of these officers or directors,
the Corporation could be adversely affected.
Conflicts of Interest
The officers and directors of the Corporation may engage in other
business activities similar and dissimilar to those engaged in by the
Corporation. To the extent that such persons engage in such other activities,
they will have possible conflicts of interest in diverting opportunities to
other companies, entities or persons with which they are or may be associated
<PAGE>
or have an interest, rather than diverting such opportunities to the
Corporation. Such potential conflicts of interest include, among other
things, time, effort and corporate opportunity involved in their
participation in other business transactions. As no policy has been
established for the resolution of such a conflict, the Corporation may be
adversely affected should such officers or directors choose to place their
other business interests before those of the Corporation. No assurance can
be given that such potential conflicts of interest will not cause the
Corporation to lose potential opportunities.
Possible Issuance of Additional Shares
The Corporation's Board of Directors has the power to issue any or all of such
additional shares without shareholder approval. Management presently
anticipates that it may choose to issue such shares to acquire businesses in
the future, although the Corporation presently has no binding commitments,
contracts or intentions to issue any additional shares of Common Stock.
Potential investors should be aware that any such stock issuances may result
in a reduction of book value or market price, if any, of the outstanding
shares. If the Corporation issues any additional shares of Common Stock, such
issuance will reduce the proportionate ownership and voting power of each
shareholder. Further, any new issuance of shares may result in a change of
control of the Corporation.
Possible Change in Control and Management
The successful completion of a merger or acquisition may result in a
change of control of the Corporation. This could result from the issuance of
a large percentage of the Corporation's authorized Common Stock or the sale by
the selling shareholder of all or a portion of his stock or a combination of
both. Any such change in control may also result in the resignation or
removal of the Corporation's present officers and directors. If there is a
change in management, no assurance can be given as to the experience or
qualification of such persons, either in the operation of the Corporation's
activities or in the operation of the business, assets or property being
acquired.
Intense Competition
Numerous companies and individuals are engaged in the business of
searching for and acquiring assets and businesses, and such business activity
is intensely competitive. Many of the Corporation's competitors will have
vastly greater resources, personnel, technical know-how, and financial
capacity than the Corporation. Accordingly, there can be no assurance that the
Corporation will be able to effectively compete with its many competitors.
Lack of Diversification
In the event the Corporation is successful in identifying and evaluating
a suitable business opportunity, the Corporation will in all likelihood be
required to issue its Common Stock in an acquisition or merger transaction.
Inasmuch as the Corporation's capitalization is limited and the issuance of
additional Common Stock will result in a dilution of interest for present and
prospective shareholders, it is unlikely the Corporation will be capable of
negotiating more than one or two acquisitions or mergers. Consequently, the
Corporation's lack of diversification may subject the Corporation to economic
fluctuation within a particular industry in which a target company conducts
business.
<PAGE>
Taxation
In the course of any acquisition or merger the Corporation may undertake,
a substantial amount of attention will be focused upon federal and state tax
consequences to both the Corporation and the "target" company. Presently,
under the provisions of federal and various state tax laws, a qualified
reorganization between business entities will generally result in tax-free
treatment to the parties to the reorganization. While the Corporation expects
to undertake any merger or acquisition so as to minimize federal and state tax
consequences to both the Corporation and the "target" company, there is no
assurance that such business combination will meet the statutory requirements
of a reorganization or that the parties will obtain the intended tax-free
treatment upon a transfer of stock or assets. A non-qualifying reorganization
could result in the imposition of both federal and state taxes which may have
a substantial adverse effect on the Corporation.
Over-The-Counter Trading Market
Presently, the Corporation trades its Common Stock in the
over-the-counter trading market, which is a less liquid market than the higher
volume stock exchanges. Therefore, purchasers of the Corporation's Common
Stock may experience difficulty in selling their shares, and therefore may be
unable to readily liquidate their investment in the Common Stock.
Lack of Dividends
To date, the Corporation has not paid any dividends on its Common Stock,
and does not foresee paying any dividends in the near future. There can be no
assurance that the Corporation's financial condition will ever permit the
payment of dividends.
Selling Security Holders
The securities registered herein have been offered for the account of the
following security holder:
<TABLE>
<CAPTION>
Amount of Amount of
Securities Securities Amount and
Owned Offered Percentage
Prior to the For Seller's Owned After
Holder Position Offering Account(1) Offering
<S> <C> <C> <C> <C>
Ronald W. Hayes, Jr. Pres./Dir. 318,669 8,248 310,421 (15.1%)
______________
</TABLE>
(1) Includes 48 unsold shares of common stock registered pursuant to the
Company's Post Effective Amendment No.4 to this Form S-8 filed on April
30, 1997.
Plan of Distribution
The securities are to be offered through the selling efforts of brokers
on Mr. Hayes' behalf at standard commission charges.
Description of Common Stock
The Corporation is authorized to issue 20,000,000 shares of Common Stock,
no par value. Each share of Common Stock is entitled to share pro rata in
dividends and distributions, if any, with respect to the Common Stock, when
<PAGE>
and if declared by the Board of Directors, from funds legally available
therefor. No holder of any shares of Common Stock has any preemptive or
similar right to subscribe for any securities of the Corporation. Upon
liquidation, dissolution or winding up of the Corporation and after payment
of creditors, the assets will be divided pro rata on a share-for-share basis
among the holders of the shares of Common Stock. The holders of shares of
Common Stock are not entitled to cumulative voting in the election of
Directors; they are entitled to one vote per share with respect to all
matters that are required by law to be submitted to stockholders,
including the election of Directors. Accordingly, stockholders representing
more than 50% of the outstanding shares will have the ability to elect all of
the Directors.
Interests of Named Experts and Counsel.
Experts
The audited financial statements and schedules incorporated by reference
from the Corporation's Form 10-K for the fiscal year ended December 31, 1996
and incorporated herein by reference were examined and reported upon by
independent certified public accountants. Such financial statements are
incorporated herein in reliance upon the report of that firm and upon their
authority as experts in accounting and auditing.
Exhibits
1. Consents of experts and counsel.
Undertakings.
The undersigned Registrant hereby undertakes to:
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 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.
2. That, for the purpose of determining any liability under the
Securities Act of 1933 ("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.
4. 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 Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
<PAGE>
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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors and officers or persons controlling the
registrant pursuant to the foregoing provisions, or otherwise, 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
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.
SIGNATURES
The Registrant. 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 Amendment No. 5 to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of West Palm
Beach, State of Florida, on July 9, 1997.
Net Lnnx, Inc.
By: /S/Ronald W. Hayes, Jr.
Ronald W. Hayes, Jr., President
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment No. 5 to the registration statement has been signed by the
following persons in the capacities and on the date indicated.
By: /S/Ronald W. Hayes, Jr.
Ronald W. Hayes, Jr., President, Director
July 9, 1997
By: /S/Ronald Perella
Ronald Perella, Director, Secretary
July 9, 1997
<PAGE>
PART III
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT PAGE
23 Consents of experts and counsel. E-1
RICHARD C. GATES
Certified Public Accountant
516 Muirfield Drive
Lake Worth, Florida 33462
Phone 561-478-3030-Fax 561-434-3194
July 9, 1997
Board of Directors
Net Lnnx, Inc.
324 Datura Street, Ste 150
West Palm Beach, FL 33401
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT
As an independent public accountant, I hereby consent to the use of my audit
report dated April 7, 1997 (and all references to my firm) included in the
Form 10-K and incorporated by reference in the Post Effective Amendment No. 5
to Form S-8 registration statement of Net Lnnx, Inc.
/s/Richard C. Gates
Richard C. Gates, CPA
