SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
EXTEN INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 52-1412493
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
9620 Chesapeake Drive, Suite 201
San Diego, CA 92123
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(Address of Principal Executive Office)(Zip Code)
2000 EMPLOYEE BENEFIT PLAN
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(full title of the plan)
W. Gerald Newmin
9620 Chesapeake Drive, Suite 201
San Diego, California 92123
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(Name and address of agent for service)
(858) 496-0173
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering price aggregate offering registration
be registered registered per share(1) price(1) fee
Common Stock,
$.01 par
value 35,000,000 $.215 $7,525,000 $1,986.60
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (c) and (h)(1), based on the closing price of the
Company's Common Stock as of June 27, 2000.
Exhibit index is located at sequentially paginated page number 4.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents of Exten Industries, Inc., a Delaware corporation
(the "Company"), previously filed with the Commission are incorporated herein
by reference:
1. Annual Report on Form 10-KSB for the year ended November 30, 1999
(the "Annual Report").
2. Quarterly Report on Form 10-QSB for the Period ended
February 28, 2000.
3. The description of the Registrant's Common Stock contained
in the Registration Statement on Form 8-A filed by the Registrant
to register the Common Stock under the Exchange Act, including all
amendments and reports filed for the purpose of updating such
description prior to the termination of the offering of the Common
Stock offered hereby.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934
(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 into the prospectus and to be a part hereof from the
date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
The common stock of the Company, $.01 par value per share (the "Common
Stock"), is registered pursuant to Section 12 of the Exchange Act, and,
therefore, the description of securities is omitted.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware General Corporation Law provides that a Delaware corporation may
indemnify any person who is or was serving at the request of the corporation as
a director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise or
employee benefit plan ("director"), that is made a party to any proceeding by
reason of service in that capacity unless it is established that the act or
omission of the director was material to the matter giving rise to the
proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty; or the director actually received an improper personal
benefit in money, property or services; or, in the case of any criminal
proceeding, the director had reasonable cause to believe that the act or
omission was unlawful. Indemnification may be against judgments, penalties,
fines, settlements, and reasonable expenses actually incurred by the director
in connection with the proceeding, but if the proceeding was one by or in the
right of the corporation, indemnification may not be made in respect of any
proceeding in which the director shall be adjudged to be liable to the
corporation. Such indemnification may not be made unless authorized for a
specific proceeding after a determination has been made, in a manner prescribed
by law, that indemnification is permissible in the circumstances because the
director has met the applicable standard of conduct. The director must be
indemnified for expenses, however, if he has been successful in the defense of
the proceeding or as otherwise ordered by a court. The law also prescribes the
circumstances under which a corporation may advance expenses to, or obtain
insurance or similar cover for, directors.
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The Company's Certificate of Incorporation provides for indemnification of
the officers and directors of the Company and eliminates the liability of a
director or officer to the Company or its stockholders for money damages to the
fullest extent permitted by Delaware law.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
See Exhibit Index appearing at sequentially numbered page 4.
Item 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(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 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 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.
(h) 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 pubic 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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EXHIBIT INDEX
Exhibit Sequential
Number Description Page No.
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4.1 2000 Employee Benefit Plan of Exten Industries, Inc., 6
adopted by the shareholders as of May 17, 2000.
5.1 Opinion of Jeffers, Shaff & Falk, LLP. 16
23.1 Consent of Logan Throop & Co. 18
23.2 Consent of Jeffers, Shaff & Falk, LLP 16
(included in Exhibit 5.1).
24.1 Power of Attorney (included on the Signature Page). 5
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SIGNATURES
The Registrant. 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 San Diego, State of California, on
June 27, 2000.
EXTEN INDUSTRIES, INC.
By: /s/ W. Gerald Newmin
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W. Gerald Newmin, CEO, Secretary
and Chairman of the Board
