UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
Xpedian, Inc.
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(Exact name of Registrant as specified in its charter)
(Formerly IRT Industries, Inc.)
FLORIDA 59-2720096
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
6230 Fairview Rd.
Suite 102
Charlotte, North Carolina 28210
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(Address of principal executive offices) (Zip Code)
Compensation and Consulting Agreements
(full name of the plans)
Dale Chapman
6230 Fairview Rd.
Charlotte, North Carolina 28210
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(Name and address of agent for service)
(704) 364-2066
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(Telephone number, including area code,
of agent for service)
COPY TO:
L. Van Stillman, Esq.
Law Office of L. Van Stillman, P.A.
1177 George Bush Blvd., Suite 308
Delray Beach, Florida 33483
Approximate Date of Commencement of Proposed Sales under the Plan:
As soon as practicable after this Registration Statement becomes effective
Total Number of Pages: 7
Exhibit Index begins on sequentially numbered page: 7
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Maximum Amount Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price per Share Offering Price Fee
<S> <C> <C> <C> <C>
$.0001 par 1,000,000 $0.30 [1] $300,000 $83.40
</TABLE>
__________________________
[1] Pursuant to Rule 457(h), the maximum aggregate offering price
(estimated solely for the purpose of calculating the registration fee
based upon the average of the bid and the asked price of the Registrant's
Common Stock as of September 6, 2000): $300,000 made up of the following:
(a) 1,000,000 shares with a value of $0.30
<PAGE> 2
PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
Xpedian, Inc. (formerly IRT Industries, Inc.) has previously
entered into agreements with officers, directors, third party
consultants and attorneys for the issuance of our common stock in
exchange for services these individuals provided. In consideration
for increasing the scope of the continuing services rendered and to be
rendered to the us until such time as we generate sufficient cash flow
from operations, and in order to compensate our consultants and
attorneys, we prepared this Form S-8 registration statement to provide
for the issuance of shares, as described below.
We have agreed to issue up to one million shares (1,000,000) for
continued corporate consulting and legal services to us.
Item 2. Registrant Information and Employee Plan Annual
Information.
We shall provide consultants and attorneys, without charge upon
their written or oral request the documents incorporated by reference
herein in Item 3 of Part II of this Registration Statement. We shall
also provide the consultants and attorneys, without charge, upon their
written or oral request, with all other documents required to be
delivered to them pursuant to Rule 428(b) under the Act. Any and all
such requests shall be directed to us at our place of business as
reflected in this Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commissions are incorporated herein by reference:
(a) Our Annual Report on Form 10-KSB for the year (period)
ending June 30, 1999 (for IRT Industries, Inc.)
(b) Forms 10-QSB filed October 14, 1999, February 22, 2000 and
May 22, 2000 and any subsequent amendments filed.
(c) A description of our activities and common stock
contained in exhibits to our filing pursuant to the previously stated 10-KSB
in (a), above.
(d) All documents subsequently filed by us pursuant to the
<PAGE> 3
Exchange Act prior to the filing of a post-effective amendment
indicating that all such securities then unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be
part hereof from the date of filing such documents.
Item 4. Description of Securities.
We are registering up to 1,000,000 shares of our common stock,
par value of $0.0001 per share. Each holder of our common stock is
entitled to one vote per share of common stock standing in such
holder's name on our records on each matter submitted to a vote of our
stockholders, except as otherwise required by law. Holders of our
common stock do not have cumulative voting rights so that the holders
of more than 50% of the combined shares of our common stock voting for
the election of directors may elect all of the directors if they
choose to do so and, in that event, the holders of the remaining
shares of our common stock will not be able to elect any members to
our board of directors. Holders of our common stock are entitled to
equal dividends and distributions, per share, when, as and if declared
by our board of directors from funds legally available. Holders of our
common stock do not have pre-emptive rights to subscribe for any of
our securities nor are any shares of our common stock redeemable or
convertible into any of our other securities. If we liquidate,
dissolve or wind up our business or affairs, our assets will be
divided up pro-rata on a share-for-share basis among the holders of
our common stock after creditors and preferred shareholders, if any,
are paid.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Officers and Directors.
Our Articles of Incorporation as well as our By-Laws provide for
the indemnification of directors, officers, employees and agents of
the corporation to the fullest extent provided by the Corporate Law of
the State of Florida, as well as is described in the Articles of
Incorporation and the By-Laws. These sections generally provide that
Xpedian, Inc. may indemnify any person who was or is a party to any
threatened, pending or completed action, suit or proceeding whether
civil, criminal, administrative or investigative except for an action
by or in right of corporation by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation.
Generally, no indemnification may be made where the person has been
determined to be negligent or guilty of misconduct in the performance
of his or her duties to Xpedian, Inc.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits:
Pursuant to Item 601 of Rule S-K, the following Exhibits are
annexed:
<PAGE> 4
Exhibit I. See Exhibits in Exhibit Index following the Signature
Page.
Item 9. Undertakings:
We hereby undertake:
(a) 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.
(b) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement.
(c) That for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.
(d) We hereby undertake that, for the purposes of determining
any liability under the Securities Act of 1933, as amended, each filing of
our 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.
(e) Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, may be permitted to directors,
officers, and controlling persons of Xpedian, Inc. pursuant to the foregoing
provisions, or otherwise, the we have 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 against such liabilities
(other than payment by us of expenses paid or incurred by a director,
officer or controlling person of us 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,
we 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 Act and will be governed by
the final adjudication of such issue.
<PAGE> 5
SIGNATURE PAGE
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Pursuant to the requirements of the Securities Act of 1933, as
amended, we certify that we have reasonable grounds to believe that we
meet all of the requirements for filing on Form S-8 and have duly
caused this Registration Statement to be signed on our behalf by the
undersigned, thereunto duly authorized, in the City of Charlotte, the
state of North Carolina, on the 12th day of September, 2000.
XPEDIAN, INC.
/s/Dale Chapman
---------------------------------
By: Dale Chapman
Title: President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registration Statements has been signed by the following
persons in the capacities and on the date indicated.
Dated: Charlotte, North Carolina
September 12, 2000
XPEDIAN, INC.
/s/Dale Chapman
---------------------------------
By: Dale Chapman
Title: President, Chief Executive
Officer and Director
<PAGE> 6
EXHIBIT INDEX
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EXHIBIT NUMBER ITEM
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5.1 Opinion regarding legality by Law Office of
L. Van Stillman, PA.
23.1 Letter on audit report (consent of independent
auditors) from Dohan and Company, CPA's.
99.1 Consultant Agreement dated May 15, 2000 with
Daniel S. Dunkin.
<PAGE> 7
