As filed with the Securities and Exchange Commission
on February 27, 1997
Registration No. 0-14614
POST-EFFECTIVE AMENDMENT NO. 2
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 150 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 150, West Palm Beach, FL 33401
(Name and address of agent for service)
(561) 659-1196
(Telephone number, including area code, of agent for service)
The registrant hereby files this Post Effective Amendment No. 2 to the
Registration Statement to remove from registration all 10,750 shares of common
stock registered pursuant to Post Effective Amendment No. 1 to the
Registration statement filed with the Securities and Exchange Commission on
October 30, 1996.
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;
_________________________
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,
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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-K for the fiscal year ended December
31, 1995.
(b) The Corporation's Form 8-K filed January 12, 1996.
(c) The Corporation's Form 8-K/A Filed January 19,1996.
(d) The Corporation's Form 10-C filed February 22, 1996.
(e) The Corporation's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996, September 30, 1996.
(f) The Corporation's Form S-8 filed October 30, 1996.
(g) The Corporation's Form S-8/A filed October 30, 1996.
(h) The Corporation's Form 8-K filed January 10, 1997.
(i) The Corporation's Form 8-K filed February 14, 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 150
West Palm Beach, FL 33401
(561) 659-1196
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
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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 February 27, 1997.
Exhibits
Not Applicable
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
pursuant to section 15 (d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the
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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. 2 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 February 27, 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. 2 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
February 27, 1997.
By: /s/Ronald Perella
Ronald Perella, Director, Secretary
February 27, 1997.
