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As filed with the Securities and Exchange Commission
on August 19, 1999
Registration No: 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
PrintOnTheNet.com, Inc.
(Exact name of registrant as specified in its charter)
Delaware 59-1270754
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7700 N.W. 37th Avenue, Miami, Florida 30076
(Address of Principal Executive Offices) (Zip Code)
1999 Stock Incentive Plan
(Full title of the Plan)
Benjamin Rogatinsky, Chairman
PrintOnTheNet.com, Inc.
7700 N.W. 37th Avenue
Miami, Florida 30076
(Name and address for agent for service)
(305) 691-2800
(Telephone number, including area code, for agent for service)
Copies to:
Morris C. Brown, Esq.
Greenberg Traurig, P.A.
777 South Flagler Drive, Suite 300-East Tower
West Palm Beach, Florida 33401
(561) 650-7900
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount to be offering price aggregate offering Amount of
to be registered registered(1) per share(2) price(2) registration fee
<S> <C> <C> <C> <C>
Common Stock,
par value $.001 4,000,000 $1.56 $6,240,000.00 $1,734.72
</TABLE>
(1) The number of shares stated is the aggregate number of shares
of Common Stock to be issued under the 1999 Stock Incentive
Plan (4,000,000).
(2) Estimated in accordance with Rule 457(c) under the Act solely
for the purpose of calculating the total registration fee.
Computation based upon the average of the bid and ask prices
of the Common Stock as reported on the OTC Bulletin Board on
August 16, 1999.
In addition, pursuant to Rule 416(c) under the Act, this
registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit
plan(s) described herein and shares of Common Stock of the Company
issuable to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
<PAGE> 1
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Item 1 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 and the
Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual
Information.
Information required by Item 2 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 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.
1. The following documents, which have been filed by the
registrant with the Securities and Exchange Commission (the
"Commission"), File Number 000-14614, pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"), are incorporated by
reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1998, filed with the Commission
on April 14, 1999;
(b) The Company's Current Report on Form 8-K filed with the
Commission on March 26, 1999; as amended by Form 8-K/A
filed with the Commission on May 7, 1999;
(c) The Company's Quarterly Report on Form 10-QSB for the
quarter ending March 31, 1999, filed with the Commission
on May 17, 1999;
(d) The Company's Proxy Statement on Schedule 14A filed with
the Commission on July 12, 1999;
(e) The Company's Current Report of Form 8-K filed with the
Commission on August 9, 1999; and
(f) The Company's Quarterly Report on Form 10-QSB for the
quarter ending June 30, 1999, filed with the Commission
of August 13, 1999.
2. All documents subsequently filed by the Company 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 respective date of filing of such documents.
Any statement contained in a document incorporated by reference
herein is modified or superseded for all purposes to the extent
that a statement contained in this Registration Statement or in any
other subsequently filed document which is incorporated by
reference modifies or supersedes such statement.
<PAGE> 2
Item 4. Description of Securities.
The Company is authorized is issue 40,000,000 shares of Common
Stock, par value $.001 per share. Except as otherwise expressly
provided by law, and subject to the voting rights provided to the
holders of Preferred Stock by the Company's Restated Certificate of
Incorporation, the Common Stock shall have exclusive voting rights
on all matters requiring a vote of stockholders, voting together
with the holders of Preferred Stock, as one class. Each share of
Common Stock issued and outstanding shall be identical in all
respects one with the other, and no dividends shall be paid on any
shares of Common Stock unless the same is paid on all shares of
Common Stock outstanding at the time of such payment. Except for
and subject to those rights expressly granted to the holders of the
Preferred Stock, or except as may be provided by the laws of the
State of Delaware, the holders of Common Stock shall have
exclusively all other rights of stockholders.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of officers and directors
under certain circumstances against expenses incurred in
successfully defending against a claim and authorizes Delaware
corporations to indemnify their officers and directors under
certain circumstances against expenses and liabilities incurred in
legal proceedings involving such persons because of their being or
having been an officer or director.
Section 102(b) of the Delaware General Corporation Law permits
a corporation, by so providing in its certificate of incorporation,
to eliminate or limit director's liability to the corporation and
its stockholders for monetary damages arising out of certain
alleged breaches of their fiduciary duty. Section 102(b)(7)
provides that no such limitation of liability may affect a
director's liability with respect to any of the following: (i)
breaches of the director's duty of loyalty to the corporation or
its stockholders; (ii) acts or omissions not made in good faith or
which involve intentional misconduct or knowing violations of law;
(iii) liability for dividends paid or stock repurchased or redeemed
in violation of Section 174 of the Delaware General Corporation
Law; or (iv) transactions from which directors derived an improper
personal benefit. Section 102(b)(7) does not authorize any
limitation on the ability of the corporation or its stockholders to
obtain injunctive relief, specific performance or other equitable
relief against directors.
Article Eighth of the registrant's Restated Certificate of
Incorporation provides that "a director of the Corporation shall
not be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except
for liability (i) for any breach of the director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit. If the
Delaware General Corporation Law is amended after the date of
incorporation of the Corporation to authorize corporate action
further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended." No amendment
to or repeal or modification of this provision by the stockholders
of the Corporation shall apply to or have any effect on the
liability or alleged liability of any director of the Corporation
for or with respect to any acts or omissions of such director prior
to such amendment, repeal, or modification.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE> 3
Item 8. Exhibits.
4.1 1999 Stock Incentive Plan (incorporated by
reference from Exhibit D to the Company's Proxy
Statement on Schedule 14A filed with the Commission
on July 12, 1999).
5.1* Opinion of Greenberg Traurig, P.A.
23.1* Consent of Sweeney, Gates & Co.
23.2* Consent of Greenberg Traurig, P.A. (contained in
Exhibit 5.1).
24.1* Powers of Attorney (included in the signature page
of this Registration Statement).
* Filed with this Registration Statement.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
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 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 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
Exchange Act) 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 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 of 1933 and will be governed
by the final adjudication of such issue.
<PAGE> 4
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 Miami, State of Florida, on this 19th day of August 1999.
PrintOnTheNet.com, Inc. (Registrant)
By: /s/ Benjamin Rogatinsky
Benjamin Rogatinsky
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints BENJAMIN
ROGATINSKY his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-
fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.
SIGNATURE TITLE DATE
/s/ Benjamin Rogatinsky Chief Executive Officer August 19, 1999
Benjamin Rogatinsky and Chairman of the Board
(Principal Executive Officer)
/s/ Samuel Rogatinsky Chief Operating Officer, August 19, 1999
Samuel Rogatinsky President and Director
/s/ Paul Lambert Chief Financial Officer August 19, 1999
Paul Lambert Director
/s/ William R. Colucci Director August 19, 1999
William R. Colucci
<PAGE> 5
EXHIBIT 5.1
<GREENBERG TRAURIG LETTERHEAD>
August 19, 1999
PrintOnTheNet.com. Inc.
7700 N.W. 37th Avenue
Miami, FL 33147
Gentlemen:
We have acted as counsel to PrintOnTheNet.com, Inc., a
Delaware corporation (the "Company"), in connection with the
preparation of a registration statement (the "Registration
Statement") on Form S-8 to be filed by the Company under the
Securities Act of 1933, as amended (the "Act"), to register
4,000,000 shares of the Company's Common Stock, par value $.001 per
share (the "Plan Shares"), reserved for issuance pursuant to the
provisions of the Company's 1999 Incentive Stock Plan (the "Plan").
In such capacity, we have examined a copy of the Company's
Restated Certificate of Incorporation and the By-Laws of the
Company, and such other records, documents, papers, statutes and
authorities we deemed necessary as a basis for the opinions
hereinafter set forth. In such examinations, we have assumed the
genuineness of all signatures and the conformity to original
documents of all copies. As to various questions of fact material
to such opinions, we have relied upon statements and certificates
of officers and representatives of the Company and others.
Based upon the foregoing, we are of the opinion that the Plan
Shares have been duly and validly authorized and, when issued as
contemplated by the Plan and the Registration Statement, will be
duly and validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement, and to the use of our name as your
counsel in connection with the Registration Statement. In giving
this consent, we do not thereby concede that we come within the
categories of persons whose consent is required by the Act or the
General Rules and Regulations promulgated thereunder.
Very truly yours,
GREENBERG TRAURIG, P.A.
<PAGE>
EXHIBIT 23.1
Consent of Independent Public Accountants
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the 1999 Incentive
Stock Plan of our report dated March 6, 1999, with respect to the
audited financial statements of PrintOnTheNet.com, Inc. (formerly
Net Lnnx, Inc.) included in its Annual Report (Form 10-KSB) for the
year ended December 31, 1998, filed with the Securities and
Exchange Commission.
/s/ Sweeney, Gates & Co.
Fort Lauderdale, Florida
August 18, 1999
