As filed with the Securities and Exchange Commission on August 24, 1998.
Registration No. 33-7811-NY.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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GRAFIX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 93-0943925
(State or other jurisdiction of (I.R.S. Employer Identification NO.)
incorporation or organization)
8250 South Akron Street
Suite 203
Englewood, Colorado 80112
(800) 789-7736
(Address, including zip code, and telephone number,
including area code, of registrant's principal place of business)
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Richard H. Bell
Harvard Business Services, Inc.
25 Greystone Manor
Lewes, Delaware 19958-9766
(302) 645-7400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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SERVICES AGREEMENT WITH KENT D. KRAUSMAN
SERVICES AGREEMENT WITH GEORGE T. HELLEN
(Full title of the Plans)
Approximate Date of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed Maximum Amount of
Title of Each Class of Security Amount Maximum Offering Aggregate Offering Registration
being Registered being Registered Price Per Share Price Fee
------------------------------- ---------------- ---------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value ............. 300,000 Shares $ 1.00 $ 300,000 $125.00
-------- ------
TOTAL $ 300,000 $125.00
</TABLE>
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration Statement shall
become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
<TABLE>
<CAPTION>
GRAFIX CORPORATION
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-B
Showing Location in Prospectus of Information
Required by Items of Form S-8
Item Number and Heading in
Form S-8 Registration Statement Caption or Location in Prospectus
- ------------------------------- ---------------------------------
<S> <C> <C>
1. Forepart of Registration Statement and Outside Front Facing Page of Registration Statement and
Cover Page of the Prospectus Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of Prospectus Inside Cover Page of Prospectus and
Outside Cover Page of Prospectus
3. Summary Information, Risk Factors and Ratio of Earnings Not Applicable
To Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Security Holder
8. Plan of Distribution Cover Page of Prospectus and Sales by
Selling Security Holder
9. Description of Securities to be Registered Description of Securities; Services Agreement with
Kent D. Krausman; Services Agreement with
George T. Hellen.
10. Interest of Named Experts and Counsel Legal Matters
11. Material Changes Not Applicable
12. Incorporation of Certain Information by Reference Incorporation of Certain Documents by
Reference
13. Description of Business Proposed Business
14. Disclosure of Commission Position on Indemnification Indemnification of Directors and Officers;
for Securities Act Liabilities Undertakings
</TABLE>
<PAGE>
PROSPECTUS DATED AUGUST 20, 1998.
GRAFIX CORPORATION
300,000 Shares of Common Stock
ISSUED PURSUANT TO THE COMPANY'S SERVICES AGREEMENTS WITH KENT D.
KRAUSMAN AND GEORGE T. HELLEN
This Prospectus is part of a Registration Statement which registers 300,000
shares of Common Stock, $.001 par value per share (the "Shares"), of Grafix
Corporation (the "Company"), which will be issued to Kent D. Krausman and George
T. Hellen ("Krausman" and "Hellen" respectively). The Shares will be issued on
or about August 14, 1998, pursuant to agreements with Krausman and Hellen,
evidenced by a resolution of the Company's Board of Directors dated July 15,
1998. The Shares will be issued as partial payment for services rendered to the
Company by Krausman and Hellen. Krausman and Hellen have informed the Company
that they intend to sell all or a portion of the Shares from time to time in the
Bulletin Board market, in negotiated transactions, directly or through brokers
or otherwise, and that such Shares will be sold at market prices prevailing at
the time of such sales or at negotiated prices, and the Company will not receive
any proceeds from such sales. The Company's principal executive office is
located at 8250 S. Akron St., Suite 203, Englewood, CO 80112. The telephone
number is (800) 789-7736.
No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such information or representation must not be relied upon as having
been authorized by the Company. Neither the delivery of this Prospectus nor any
distribution of the Shares issued under the terms of the the agreements with
Krausman and Hellen shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company since the date hereof.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
The date of this Prospectus is August 20, 1998.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed with the Commission can be inspected and copied at
the public reference facilities of the Commission, located at 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Company's Common Stock is traded on the Bulletin Board under the symbol "CRRAD."
The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), with respect to the resale of up to an aggregate of up to 300,000
shares of the Company's Common Stock offered by this Prospectus. Reference is
made to the Registration Statement, including the exhibits thereto. Statements
in this Prospectus as to any document are not necessarily complete, and where
any such document is an exhibit to the Registration Statement or is incorporated
by reference herein, each such statement is qualified in all respects by the
provisions of such exhibit or other document, to which reference is hereby made
for a full statement of the provisions thereof. A copy of the Registration
Statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference and made a part hereof:
1. The Company's Annual Report on Form 10-KSB filed for the year ended
September 30, 1997, and the Company's Quarterly Reports on Form 10-QSB for the
quarters ended December 31, 1997, March 31, 1998, and June 30, 1998.
2. All reports and documents filed by the Company pursuant to Section 13, 14
or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, at the written or oral request of such person, a copy of any or all
of the documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Written
requests for such copies should be directed to the Company at 8250 S. Akron St.,
Suite 203, Englewood, CO 80112.
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INFORMATION WITH RESPECT TO THE COMPANY
This Prospectus is accompanied by the Company's Annual Report on Form 10-KSB
for the year ended September 30, 1997 and the Company's Quarterly Reports on
Form 10-QSB for the quarters ended December 31, 1997, March 31, 1998, and June
30, 1998. These Annual and Quarterly Reports, as well as all other reports filed
by the Company pursuant to Sections 13, 14 or 15(d) of the Exchange Act, are
hereby incorporated by reference in this Prospectus and may be obtained, without
charge, upon the oral or written request of any person to the Company at 8250 S.
Akron St., Suite 203, Englewood, CO 80112, telephone (800) 789-7736.
AGREEMENT WITH KENT D. KRAUSMAN
General
Kent D. Krausman is president and CEO of the Company. On August 10, 1998,
the Board of Directors voted to approve issuance of 150,000 shares of the
Company's common stock to Krausman as additional compensation for his services
pursuant to his agreement with the Company.
Compensation
The Company has agreed to issue 150,000 shares of Common Stock of the
Company to Mr. Krausman, and further agreed to register the Shares by filing a
Registration Statement on Form S-8.
AGREEMENT WITH GEORGE T. HELLEN
General
On August 10, 1998, the Board of Directors voted to approve issuance of
150,000 shares of the Company's common stock to George T. Hellen as additional
compensation for his services pursuant to his agreement with the Company.
Compensation
The Company has agreed to issue 150,000 shares of Common Stock of the
Company to Mr. Hellen, and further agreed to register the Shares by filing a
Registration Statement on Form S-8.
RESTRICTIONS UNDER SECURITIES LAWS
The sales of the Shares must be made in accordance with federal and state
securities laws. Officers, directors and 10% or greater stockholders of the
Company, as well as certain other persons or parties who may be deemed to be
"affiliates" of the Company under federal securities laws, should be aware that
resales by affiliates can only be made pursuant to an effective Registration
Statement, under Rule 144, or under any other available exemption from
registration. Officers, directors and 10% and greater stockholders are also
subject to the "short swing" profit rule of Section 16(b) of the Exchange Act.
The Company considers Messrs. Krausman and Hellen affiliates.
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SALES BY SELLING SECURITY HOLDERS
The following table sets forth the name of the Selling Security Holder, the
number of shares of Common Stock held directly or indirectly, the maximum number
of Shares to be offered by the Selling Security Holder, the maximum sales price
of the Shares, and the number and percentage of shares to be held by the Selling
Security Holders following sale of the Shares. Unless otherwise indicated, each
of the Selling Security Holders has sole voting and investment power with
respect to shares beneficially owned.
<TABLE>
<CAPTION>
Name of Selling Number of Shares to Maximum Offering Shares to be Owned % Owned After
Security Holder Shares Owned be Offered Price Per Share After Offering Offering (1)
- --------------- ------------ ---------- ---------------- ------------------ -------------
<S> <C> <C> <C> <C> <C>
Kent D. Krausman ....... 230,000 150,000 $ 1.00 80,000 1.2%
George T. Hellen ....... 200,000 150,000 $ 1.00 50,000 0.7%
</TABLE>
(1) Assumes a total of approximately 6,400,000 shares issued and outstanding.
DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of 50,000,000 shares of
Common Stock, par value $.001 per share, and 5,000,000 shares of Preferred
Stock, par value $.01 per share. There are currently 6,103,420 shares of the
Company's Common Stock issued and outstanding, and -0- shares of Preferred
Stock, issued and outstanding.
The following summary of certain terms of the Common Stock and Preferred
Stock does no purport to be complete and is subject to, and qualified in its
entirety by, the provisions of the Company's Articles of Incorporation and
Bylaws, which are included as exhibits to the Registration Statement of which
this Prospectus is a part, and the provisions of applicable law.
COMMON STOCK
As of the date of this Prospectus, there are 6,103,420 shares of Common
Stock outstanding. Holders of Common Stock are entitled to one vote for each
share held of record on all maters submitted to a vote of the stockholders.
Holders of Common Stock are entitled to receive ratably such dividends as may be
declared by the Board of Directors out of funds legally available therefor. In
the event of a liquidation, dissolution or winding up of the Company, holders of
Common Stock are entitled to share ratably in all assets remaining after payment
of liabilities and the liquidation preference of any then outstanding preferred
stock. Holders of Common Stock have no right to convert their Common Stock into
any other securities. The Common Stock has no preemptive or other subscription
rights. There are no redemption or sinking fund provisions applicable to the
Common Stock. All outstanding shares of Common Stock are, and the Common Stock
to be outstanding upon completion of this Offering will be, duly authorized,
validly issued, fully paid and nonassessable.
4
<PAGE>
PREFERRED STOCK
The Board of Directors has the authority, without further action by the
stockholders, to issue up to 5,000,000 shares of Preferred Stock, par value $.01
per share, of which -0- are currently issued and outstanding. The Board of
Directors has the authority to issue all or any portion of the authorized but
unissued preferred stock in one or more series and to fix the rights,
preferences, privileges and restrictions thereof, including dividend rights,
conversion rights, voting rights, terms of redemption, liquidation preferences
and the number of shares constituting any series or the designation of such
series. The issuance of Preferred Stock could adversely affect the voting power
of the holders of Common Stock and could have the effect of delaying, deferring
or preventing a change in control of the Company.
TRADING STATUS
The Company's Common Stock is traded on the Nasdaq Electronic Bulletin Board
under the symbol "CRRAD" until September 6, 1998; thereafter, the Company's
Common Stock will be traded on the Nasdaq Electronic Bulletin Board under the
symbol "CRRA."
TRANSFER AGENT
The Transfer Agent for the Company is Corporate Securities Transfer, Inc.,
370 Seventeenth Street, Suite 2350, Denver, Colorado 80202-4614, telephone
number (303) 595-3300.
LEGAL MATTERS
Certain legal matters in connection with the securities being offered hereby
will be passed upon for the Company by Arnold P. Guttenberg, P.C. Arnold
Guttenberg, the sole owner of Arnold P. Guttenberg, P.C., is a shareholder of
the Company.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates the following documents by reference in the
Registration Statement:
(a) The Company's Annual Report on Form 10-KSB filed for the year ended
September 30, 1997, and the Company's Quarterly Reports on Form 10-QSB for the
quarters ended December 31, 1997, March 31, 1998, and June 30, 1998.
(b) All reports and documents filed by the Company pursuant to Section 13,
14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
5
<PAGE>
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this Prospectus.
Item 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered is registered under Sections 13 and
15(d) of the Exchange Act. A description of the Registrant's securities is set
forth in the Prospectus incorporated as a part of this Registration Statement.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Arnold P. Guttenberg, sole owner of Arnold P. Guttenberg, P.C., General
Counsel to the Company, is a shareholder of the Company.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Company's Bylaws and the General Corporation Law of Delaware provide for
indemnification of directors and officers against certain liabilities. Officers
and directors of the Company are indemnified generally against expenses actually
and reasonably incurred in connection with proceedings, whether civil or
criminal, provided that it is determined that they acted in good faith, were not
found guilty, and, in any criminal matter, had reasonable cause to believe that
their conduct was not unlawful.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inasmuch as the persons receiving the Stock were knowledgeable,
sophisticated and had access to comprehensive information relevant to the
Registrant, such transactions were undertaken in reliance on the exemption from
registration afforded by Section 4(2) of the Act.
Item 8. EXHIBITS.
5 Opinion of Arnold P. Guttenberg, P.C., consent included, relating to the
issuance of the Shares.
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:
(i) To include any prospectus required by Section 10(a)(3) of the Act;
6
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(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
(iii) 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, including but
not limited to any addition or election of a managing underwriter.
(2) That, for the purpose of determining any liability under the 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 offered 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 Act, each filing of the Registrant's annual
report pursuant to Section 13 or 15(d) of the Exchange Act (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 Act 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by 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 that 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 Act, and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on August 20, 1998.
GRAFIX CORPORATION:
By: /S/ KENT D. KRAUSMAN
-------------------------------------------
Kent D. Krausman, CEO, CFO, Director
7
<PAGE>
EXHIBIT INDEX
5. Opinion of Arnold P. Guttenberg, P.C., consent included, relating to
the issuance of the Shares.
8
[ARNOLD P. GUTTENBERG, P.C. LETTERHEAD]
August 20, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: GRAFIX CORPORATION
Dear Sir or Madam:
This firm represents GRAFIX CORPORATION, a Delaware corporation (the
"Registrant") in connection with the Registrant's Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, which
relates to a total of 300,000 shares of the Registrant's Common Stock issued to
Kent D. Krausman and George T. Hellen in connection with performance of certain
services (the "Registered Securities"). In connection with our representation,
we have examined such documents and undertaken such further inquiry as we
consider necessary for rendering the opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that the Registered Securities,
when sold as set forth in the Registration Statement, will be legally issued,
fully paid and nonassessable.
We acknowledge that we are referred to under the heading "Legal Matters" in
the Prospectus which is a part of the Registration Statement, and we hereby
consent to such use of our name in the Registration Statement and to the filing
of this opinion as Exhibit 5 to the Registration Statement.
ARNOLD P. GUTTENBERG, P.C.:
By: /S/ ARNOLD P. GUTTENBERG
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For the Firm
