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 200 West Palm Beach, Florida 33401
(Address of Principal Executive Offices)(Zip Code)
Net Lnnx, Inc. 1998 Stock Plan
(Full title of the plan)
Ronald W. Hayes, Jr.
324 Datura Street, Suite 200, West Palm Beach, FL 33401
(Name and address of agent for service)
(561) 659-1196
(Telephone number, including area code, of agent for service)
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<CAPTION>
Calculation of Registration Fee
Title of Amount Proposed Proposed Amount of
Securities to to be Maximum Offering Maximum Aggregate Registration
be Registered Registered Price Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock,
no par value 1,000,000 $0.59 (1) $ 590,000 $ 174.00
_______________
</TABLE>
(1) Pursuant to Rule 457(c) and (h) under the Securities Act of
1933, the proposed maximum offering price per share and the
registration fee relating to these shares of Common Stock
being registered have been based on the average of the bid
and ask prices of the Common Stock as reported on the
over-the-counter trading market on June 12, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Incorporation of 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, 1997 filed April 3, 1998.
(b) The Corporation's Form 10-KSB/A for the fiscal year
ended December 31, 1997 filed April 17, 1998.
(c) The Corporation's Form 10-QSB filed May 14, 1998.
(d) The Corporation's Form NT 10-K filed March 27, 1998.
(e) The Corporation's Form S-8 POS filed May 27, 1998.
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.
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.
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 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 entitled to cumulative voting in the election of
directors; otherwise, with respect to all other matters that are
required by law to be submitted to stockholders, they are
entitled to one vote per share. Accordingly, if no person
exercises their cumulative voting rights, stockholders
representing more than 50% of the outstanding shares will have
the ability to elect all of the Directors.
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Description of Securities
Not Applicable.
Interests of Named Experts and Counsel.
David M. Bovi, Esquire, the sole shareholder of David M.
Bovi, P.A., the law firm issuing the Opinion of Counsel as to
the Legality of Securities Being Registered, owns shares of the
Corporation's Common Stock which are presently valued at less
than $50,000. Mr. Bovi may receive additional shares of the
Corporation's Common Stock in exchange for services rendered to
the Corporation, which may cause the total aggregate value of
Mr. Bovi's shares of the Corporation's Common Stock to exceed
$50,000.
Indemnification of Directors and Officers.
Section 1741 of the Pennsylvania Business Corporation
Statutes provides Pennsylvania business corporations the power,
unless otherwise restricted in its bylaws, to indemnify any
person was or is a party or is threatened to be made a party to
any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation), by reason
of the fact that he was a representative of the corporation, or
is or was serving at the request of the corporation as a
representative of another domestic or foreign corporation for
profit or not-for-profit, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action or
proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action or proceeding by
judgment, order, settlement or conviction or upon a plea of nolo
contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a
manner that he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, with respect to any
criminal proceeding, had reasonable cause to believe that his
conduct was unlawful.
Exemption From Registration Claimed
Not Applicable.
Exhibits
Exhibit
Number Description
5.1 Opinion of counsel as to legality of securities
being registered.
23.1 Consent of independent auditors.
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23.2 Consent of counsel (contained in Exhibit 5.1).
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 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.
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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
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 June 15, 1998.
Net Lnnx, Inc.
By:/s/Ronald W. Hayes, Jr.
Ronald W. Hayes, Jr.
Director, President
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 date indicated.
By:/s/Ronald W. Hayes, Jr.
Ronald W. Hayes, Jr.
Director, President
June 15, 1998
By:/s/William R. Colucci
William R. Colucci
Director, Executive Vice President
June 15, 1998
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PART III
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT PAGE
5.1 Opinion of counsel as to legality of E-1
securities being registered.
23.1 Consent of independent auditors. E-2
23.2 Consent of counsel (contained in Exhibit 5.1).
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[LETTERHEAD OF DAVID M. BOVI, P.A.]
June 15, 1998
Net Lnnx, Inc.
324 Datura Street, Suite 200
West Palm Beach, Florida 33401
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by Net Lnnx, Inc., a
Pennsylvania corporation (the "Company"), with the Securities
and Exchange Commission on or about June 15, 1998, in connection
with the registration under the Securities Act of 1933, as
amended, of 1,000,000 shares of your Common Stock (the
"Shares"), which are reserved for issuance pursuant to the Net
Lnnx, Inc. 1998 Stock Plan (the "Plan"). As your legal counsel
in connection with this transaction, we have examined the
proceedings taken or proposed to be taken by you in connection
with the issuance, sale and payment of consideration for the
Shares to be issued under the Plan.
It is our opinion that, upon completion of the proceedings
being taken or contemplated to be taken by the Company prior to
the issuance and sale of the Shares pursuant to the Plan, the
Shares, when issued and sold in the manner referred to in the
Plan, will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and any subsequent amendment thereto.
Very truly yours,
DAVID M. BOVI, P.A.
Board of Directors
Net Lnnx, Inc.
324 Datura Street, Suite 200
West Palm Beach, FL 33401
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the use of our audit report dated March 20, 1998 (and
all references to our firm) included in Net Lnnx, Inc.'s Form 10-KSB report
for the year ended 1997, which is incorporated by reference in Net Lnnx's
Form S-8 dated June 12, 1998.
Sweeney, Gates & Co.
Ft. Lauderdale, FL
June 12, 1998
