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)
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
_____
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per share Price Fee
__________________________________________________________________
Common Stock 3,593,043 $0.05 $179,652 $100
__________________________________________________________________
(1) Calculated pursuant to Rule 457(h).
</TABLE>
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 February 9, 1996, July 15, 1996 and March 13, 1997,
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to be modified or superseded for purposes of this Registration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 replaced 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 Names 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 as 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
Item 8. Exhibits
The following is a list of exhibits filed as part of the
Registration Statement:
23.1 Consent of Harlan & Boettger, CPAs
23.2 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 if 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 defence
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.
SIGNATURES
Pursuant to the requirement 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 17th day of March 1997.
(Registrant)
EXTEN INDUSTRIES INC.
Gerald Newmin
Chairman, Chief Executive
Officer, and President
(Signature)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
person in the capacities and on the dates indicated.
Signature Title Date
W. Gerald Newmin Chairman, President and 3-17-97
(Signature) Chief Executive Officer
William R. Hoelscher Vice-President and 3-17-97
(Signature) Director
Exhibit 23.1 Consent of Independent Accountants
We hereby consent to the use of our report included in the
Registration Statement on Form S-8, dated March 17, 1997, relating
to the financial statements of Exten Industries, Inc.
Harlan & Boettger
(Signature)
San Diego, California
December 20, 1996
Exhibit 23.2 Consent and Opinion of William Aul, Esquire
re: Legality
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 3,593,043 shares of the Common Stock (par value
$0.01) (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 of
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.
In connection with the opinion expressed below, I have examined and
relied upon, as the factual matters, the 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 no 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 consideration 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 subjected 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 inconformity with the
registration requirements of the Act and the conditions and
suitability standards required by the Permit.
This opinion is limited solely to the matter 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,
William M. Aul
(Signature)
