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As filed with the Securities and Exchange Commission on __ __, 1996
File No. 333-
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- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the
Securities Act of 1933
EXTEN INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
State of Delaware 52-1412493
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or
Organization)
9625 BLACK MOUNTAIN ROAD, SUITE 218, SAN DIEGO, CA 92126
(Address of Principal Executive Offices) (Zip Code)
EMPLOYEE COMPENSATION & CONSULTING SERVICES
(Full Title of the Plan)
W. GERALD NEWMIN, 9625 BLACK MOUNTAIN ROAD, SUITE 218, SAN DIEGO, CA 92126
(Name and Address of Agent For Service)
(619) 578-9784
(Telephone Number, Including Area Code, of Agent For Service)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following line: X
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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Common Stock 1,893,940 $0.09 $170,455 $100
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(1) Calculated pursuant to Rule 457(h).
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Item 3. Incorporation of Certain Documents by Reference
The Company's Annual Report on Form 10-KSB for the year ended November 30,
1995 and three Form 10-QSB's for the quarters ended February 29, 1996, May 31,
1996, and August 31, 1996, and three Forms 8-K dated December 13, 1995,
February 9, 1996 and July 15, 1996, filed under the Securities Exchange Act of
1934, are hereby incorporated by reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which de-registers all
securities covered hereby then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents, except as to any portion of any future Annual or Quarterly
Report to Stockholders which is deemed to be modified or superseded for purposes
of this Registration Statement to the extent that such statement is replace or
modified by a statement contained in a subsequently dated document incorporated
by reference or contained in this Registration Statement.
Item 4. Description of Securities
Securities are registered under Section 12 of the Exchange Act
Item 5. Interests of Named Experts and Counsel
Does Not Apply
Item 6. Indemnification of Directors and Officers:
Section 145 of the General Corporation Laws of Delaware (the "Act")
provides that a corporation may indemnify a director or officer of the
corporation and to purchase and maintain liability insurance for those persons
as, and to the extent permitted by Article 7 of the Act.
The By-Laws of the Company contain provisions indemnifying its directors
and officers to the extent permitted by Section 145, Article 7 of the General
Corporation Law of Delaware (the "Act"), as amended from time to time.
The Company's Certificate of Incorporation limits directors' liability for
monetary damages for breaches of their duties of care owed the Company to the
fullest extent permitted by Delaware law.
Item 7. Exemption From Registration Claimed
Does Not Apply
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Item 8. Exhibits
The following is a list of exhibits filed as part of the Registration
Statement:
24.1 Consent of Harlan & Boettger, CPAs
24.2 Consent and Opinion of William Aul, Esquire
Item 9. Undertakings
The undersigned hereby undertakes:
(1) (a) 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
Securities Act of 1933;
(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;
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(b) 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.
(c) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the
offering.
(2) 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 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 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 Act and
will be governed by the final adjudication of such issue.
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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 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 San Diego, State of California, on the 21st day of
August, 1996
EXTEN INDUSTRIES, INC.
By: /s/ W. Gerald Newmin
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W. Gerald Newmin
Chairman, Chief Executive
Officer, and President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ W. Gerald Newmin Chairman, President and August 21, 1996
- ------------------------ Chief Executive Officer,
W. Gerald Newmin
/s/ William R. Hoelscher Vice-President and August 21, 1996
- ------------------------ Director
William R. Hoelscher
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INDEX TO EXHIBITS
Sequentially
Exhibit Number Description
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24.1 Consent of Harlan & Boettger, CPAs
24.2 Consent and Opinion of William Aul, Esquire
re: Legality
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Exhibit 24.1 Consent of Independent Accountants
We hereby consent to the use of our report included in the Registration
Statement on Form S-8, dated November 30, 1995 relating to the financial
statements of Exten Industries, Inc.
/s/ Harlan & Boettger
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San Diego, California
August 5, 1996
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Exhibit 24.2 Consent and Opinion of William Aul, Esquire re: Legality
November 4, 1996
Board of Directors
Exten Industries, Inc.
9625 Black Mountain Road, Suite 218
San Diego, CA 92126
Re: LEGAL OPINION - ISSUANCE OF NEW SHARES
& CONSENT FOR USE OF OPINION IN REGISTRATION STATEMENT
Gentlemen:
You have asked for my law firm's opinion with respect to the matters set
forth below in connection with the issuance and registration of 1,893,940 shares
of the Common Stock (the "Shares") of Exten Industries, Inc., a Delaware
corporation (the "Company") as described on the Form S-8 Registration Statement
(the "Registration Statement") filed with the U.S. Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act") and the
limited offering permit (the "Permit") issued to the Company by the California
Department of Corporations in connection with the filing of an Application for
Qualification by Coordination under California Corporations Code Section 25111
of the California Corporate Securities Act of 1968, as amended.
This Opinion Letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law
(1991). As a consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage and other limitations, all more
particularly described in the Accord, and this Opinion Letter should be read in
conjunction therewith.
You have not asked my law firm to participate and we have not participated
in the preparation or review of the accuracy or completeness of the statements
and representations made by the Registration Statement. My law firm has not
been asked to conduct or review any due diligence, and evaluate the completeness
or the accuracy of the Registration Statement's disclosure of the Company's
affairs. My law firm can therefore take no responsibility for nor have we
verified independently or otherwise, any of the information contained in the
Registration Statement.
The Company has provided my office with a certificate of its Chief
Executive Officer certifying that the Company has received full consideration
for the issuance of the Shares. We have also received photostatic copies of
Minutes and Actions of the Board of Directors which the Company has provided
(collectively, the "Corporate Actions") and upon which these issuances are based
and on which I rely.
The Company has also assured me that all of the Shares to be issued
pursuant to the Registration Statement will be issued ONLY UPON THE COMPANY'S
RECEIPT, from each proposed holder, of an executed Investment Agreement,
acknowledging that the proposed holder meets or exceeds the suitability
standards required by the Permit. The Permit requires that each proposed holder
meet or exceed specified income and net worth suitability standards at the time
that one or more certificates representing the Shares are to be issued.
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In connection with the opinion expressed below, I have examined and relied
upon, as to factual matters, a photostatic copy of the Company's Registration
Statement, the Corporate Actions, and the Company's assurances that it will
comply with the Permit.
With your permission, I have assumed the authenticity of the signatures
presented on all documents received from the Company in connection with this
matter and that there are not other understandings, arrangements, or other
corporate actions or minutes which would limit, restrict, revoke, or repeal the
proposed issuances of the Company's Shares hereunder.
My law firm has examined and relied upon, as to matters of law, such
considerations as I, in my judgement, have deemed necessary or appropriate to
render the opinions expressed below. This opinion is limited to federal law,
the provisions of the Delaware General Corporation Law and the provisions of the
California Corporate Securities Act of 1968, as amended. I can assume no
responsibility for the law of any other jurisdiction.
Based upon and subject to the foregoing, I am of the opinion that the
Company has received full consideration for the issuance of the Shares, that the
Shares will be validly issued and non-assessable, and that the Shares will be
issued in conformity with the registration requirements of the Act and the
conditions and suitability standards required by the Permit.
This opinion is limited solely to the matters set forth herein and is
delivered to you only with regard to and is intended for use solely in
connection with the Registration Statement. This Opinion should not be relied
upon for any other purpose.
I hereby consent to the inclusion of this Opinion in the Registration
Statement.
If you have any questions or if we can help you in any way, please call
me. Thank you for your inquiry.
Sincerely,
/s/ William M. Aul
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William M. Aul
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