POST-EFFECTIVE AMENDMENT NO. 11
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 200 West Palm Beach, Florida 33401
(Address of Principal Executive Offices) (Zip Code)
Net Lnnx, Inc. 1996 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)
<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 unit offering fee
price
<S> <C> <C> <C> <C>
Common Stock 36,341 shs. $0.3125 $11,357 $3.14
(No par value)
</TABLE>
The registrant hereby files this Post Effective Amendment
No.11 to the Registration Statement(i) to remove from
registration 19,800 unsold shares of common stock registered
pursuant to Post Effective Amendment No. 10 to the Registration
statement filed with the Securities and Exchange Commission on
September 14, 1998; and (ii) as a "reoffer prospectus" to
effectuate the resale of 36,341 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
holders. No proceeds shall be placed in escrow or trust. This
offering shall terminate on March 31, 1999. See "Risk Factors",
herein.
_________________
(1) Based upon the averaged bid and ask price of $0.3125 per
share as of January 19, 1999.
<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, DC 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, DC 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, 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 10-QSB filed August 11, 1998.
(e) The Corporation's Form 10-QSB filed November 10,
1998.
(f) The Corporation's Form S-8 POS filed May 27, 1998.
(g) The Corporation's Form S-8 filed June 18, 1998.
(h) The Corporation's Form S-8 POS filed June 23, 1998.
(i) The Corporation's Form S-8 POS filed August 31, 1998.
(j) The Corporation's Form S-8 POS filed September 14,
1998.
(k) The Corporation's Form NT 10-K filed March 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.
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
<PAGE>
such documents). Such requests should be addressed to:
Investor Relations
Net Lnnx, Inc.
324 Datura Street, Suite 200
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 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 date of this Prospectus is January 20, 1999.
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
<PAGE>
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.
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 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
<PAGE>
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.
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.
<PAGE>
Selling Security Holders
The securities registered herein have been offered for the
account of the following security holder:
<TABLE>
<CAPTION>
Amount of Amount of Amount and
securities securities percentage
owned offered owned
Holder Position prior to for seller's after
the offering account offering
<S> <C> <C> <C> <C>
Ronald W. Hayes, Jr. Pres./Dir. 288,700 26,341 262,359(9.96%)
William R. Colucci V.Pres/Dir. 135,500 10,000 125,500(4.76%)
</TABLE>
Plan of Distribution
The securities are to be offered through the selling
efforts of brokers on Mr. Hayes' and Mr. Colucci's 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 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. All shares of Common Stock have
equal voting rights and have one vote per share in all matters
to be voted upon by the shareholders, except cumulative voting
is permitted for the election of directors.
Interests of Named Experts and Counsel.
Experts
The audited financial statements and schedules incorporated
by reference from the Corporation's Form 10-KSB for the fiscal
year ended December 31, 1997 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.
Indemnification of Officers and Directors
Section 1741 of the Pennsylvania Business Corporation
Statutes provides Pennsylvania business corporations the power,
unless otherwise restricted in its bylaws, to indemnify any
person who 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.
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.
Exemption From Registration Claimed
Not Applicable.
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
<PAGE>
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.
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
Post Effective Amendment No. 11 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
January 20, 1999.
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. 11 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
January 20, 1999
By:/s/William R. Colucci
William R. Colucci, Director, Executive V.P.
January 20, 1999
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 561-434-3191 - Fax 561-434-3194
January 20, 1999
Board of Directors
Net Lnnx, Inc.
324 Datura Street, Suite 200
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. 11 to Form S-8 registration statement of Net Lnnx, Inc.
Richard C. Gates, CPA
Member American Institute of Certified Public Accountants
SEC Practice Section
