As filed with the Securities and Exchange Commission on May 9, 1997
Commission File No. 33-15097-D
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SYNPATIX SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
COLORADO 84-1045715
(State or other jurisdiction of (Employer Identification No.)
incorporation or organization)
2450 South Shore Boulevard, Suite 210, League City, Texas 77573
- --------------------------------------------------------- -----------------
(Address of Principal Executive Offices) (Zip Code)
SYNAPTIX SYSTEMS CORPORATION
1997 EMPLOYEE STOCK COMPENSATION PLAN
(Full title of the plan)
Alan W. Harvey
Chief Executive Officer
2450 South Shore Boulevard
Suite 210
League City, Texas 77573
(Name and Address of agent for service)
(281) 334-0708
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities to be Amount Proposed Maximum Proposed Maximum Amount of
Registered to be Offering Price Per Aggregate Offering Registration fee
Registered Share (1) Price (1)
- -------------------------- ----------- ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock (par value
$.003 per share) 4,000,000 $.05 $200,000.00 $100.00
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the employee benefit plan information required
by Item 1 of Form S-8 and the statement of availability of Registrant
information and any other information required by Item 2 of Form S-8 will be
sent or given to participants as specified under Rule 428 under the Securities
Act of 1933, as amended (the "Securities Act"). In accordance with Rule 429 and
the requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. The Registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
Registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
This Registration Statement incorporates herein by reference the
following documents which have been filed with the Commission by Synaptix
Systems Corporation, a Colorado corporation (the "Company"):
1. The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1996 (File No. 33-15097-D).
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended September 30, 1996 and December 31, 1996 (File No.
33-15097-D).
3. The Company's Current Reports on Form 8-K filed January 13, 1997
and January 22, 1997. (File No. 33-15097-D).
4. The description of the Company's common stock, par value $.003
per share ("Common Stock") contained in the Company's
Registration Statement on Form 14A filed January 7, 1997 (File
No. 33-15097-D).
5. Form 10C filed May 6, 1997.
A copy of the Company's Restated Articles of Incorporation of Synaptix
Systems Corporation which were filed with the office of the Secretary of State
of the State of Colorado on April 9, 1997, are being filed herewith.
Each document filed by the Company pursuant to Sections 12(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.
Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
<PAGE>
Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Sixth(b) of the Articles of Incorporation provides as
follows:
The corporation shall indemnify, to the extent permitted by
law, any person who is or was a director, officer, agent,
fiduciary or employee of the corporation against any claim,
liability or expense arising against or incurred by such
person as a result of actions reasonably taken by him at the
direction of the corporation. The corporation shall further
have the authority to the full extent permitted by law to
indemnify its directors, officers, agents, fiduciaries and
employees against any claim, liability or expense arising
against or incurred by them in all other circumstances and to
maintain insurance providing such indemnification.
Article Sixth(c) of the Articles of Incorporation provides as
follows:
No director of this corporation shall have any personal
liability for monetary damages to the corporation or its
shareholders for breach of a fiduciary duty as a director
except that this provision shall not eliminate or limit the
liability of a director to the corporation or its shareholders
for monetary damages for (i) any breach of the director's duty
of loyalty to the corporation or its shareholders, (ii) acts
or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) payment of a
dividend or approval of a stock repurchase in contravention of
C.R.S., ss.7-5-114, or (iv) any transaction from which the
director derives an improper personal benefit.
CERTIFICATE OF INCORPORATION
The Amended and Restated Articles of Incorporation of the Company
provide that the personal liability of each director of the Company shall be
eliminated and limited to the full extent permitted by the laws of the State of
Colorado, including without limitation as permitted by the provisions of Section
7-3-101(1)(u) of the Colorado Corporation Code (Title 7 of the Colorado Revised
Statutes) and any successor provision, as amended.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following documents are filed as a part of this Registration
Statement or incorporated by reference herein:
Exhibit
Number Description
4 Certificate of Amended and Restated Articles of Incorporation
5 Opinion of Rodi, Pollock, Galbraith, Pettker & Cahill
23.1 Consent of Smith & Company
23.2 Consent of Rodi, Pollock, Galbrtaith, Pettker & Cahill
24 Power of Attorney
<PAGE>
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
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 League City, State of Texas, on the 7th day of May,
1997.
SYNAPTIX SYSTEMS CORPORATION
By: /s/ Alan W. Harvey
Alan W. Harvey, President, Chief Executive
Officer and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 7th day of May, 1997.
/s/ Alan W. Harvey President, Chief Executive Officer and Chairman of the
Alan W. Harvey Board of Directors (Principal Executive Officer)
/s/ Edward S. Fleming Vice President and Chief Financial Officer, Director
Edward S. Fleming
/s/ Christine N. Croneau Secretary
Christine N. Croneau
/s/ Mark F. Walz Director
Mark F. Walz
<PAGE>
EXHIBITS
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
4 Restated Articles of Incorporation of Synaptix Systems Corporation
5 Opinion of Rodi, Pollock, Pettker, Galbraith & Cahill
23.1 Consent of Smith & Company
23.2 Consent of Rodi, Pollock, Pettker, Galbraith & Cahill
24 Power of Attorney
<PAGE>
EXHIBIT 4
<PAGE>
RESTATED ARTICLES OF INCORPORATION
OF
SYNAPTIX SYSTEMS CORPORATION
FIRST: Article I of the Articles of Incorporation, as amended, is to be
deleted in its entirety, changing its former name of BASIC NATURAL
RESOURCES, INC., and shall in its place be substituted the following:
The name of the corporation is: SYNAPTIX SYSTEMS CORPORATION
SECOND: The text of the Restated Articles of Incorporation is as follows:
FIRST: The name of the corporation is SYNAPTIX SYSTEMS CORPORATION.
SECOND: The corporation shall have and may exercise all of the rights,
powers and privileges now and hereafter conferred upon corporations
organized under the laws of the State of Colorado. In addition, the
corporation may do everything necessary, suitable or proper for the
accomplishment of any of its corporate purposes. The corporation may
conduct part or all of its business in any other part of Colorado, of the
United States or the world and may hold, purchase, mortgage, lease and
convey real property in any of such places.
THIRD:
(a) The aggregate number of shares which the corporation shall have
authority to issue is Thirty-Five Million (35,000,000) shares, divided
between Twenty-Five Million (25,000,000) shares of Common Stock, $.003
par value; and Ten Million (10,000,000) shares of Preferred Stock,
$1.00 par value. No shares shall be issued until consideration therefor
has been received, and all shares, when and as issued, shall thereafter
be non-assessable.
(b) Each shareholder of record shall have one vote for each share of
Common Stock registered on the books of the corporation and entitled to
vote. Cumulative voting shall be permitted in the election of directors
or otherwise. No shareholder of the corporation shall have any
preemptive or other right to subscribe for or acquire any unissued or
treasury shares of stock or any other securities of any class, or for
rights, warrants or options to purchase the stock, or for script, or
for securities of any kind convertible into stock or carry stock
purchase warrants or privileges.
(c) Unless otherwise ordered by a court of competent jurisdiction, at
all meetings of shareholders, one-third (1/3) of the shares entitled to
vote at such meeting, represented in person or by proxy, shall
constitute a quorum.
<PAGE>
(d) The shareholders, by vote or concurrence of a majority of the
outstanding shares of the corporation, or any class of series thereof,
entitled to vote on the subject matter, may take any action which,
except for this provision, would require a two-thirds (2/3) vote under
the Colorado Corporation Code, as amended.
FOURTH: The number of directors of the corporation shall be fixed by the
bylaws and shall not be more than nine nor less than the number required by
the Colorado Corporation Code, as amended.
FIFTH: The address of the registered agent of the corporation is:
1675 Broadway
Denver, Colorado 80202
The name of the registered agent at such address is:
The Corporation Company
SIXTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and the
same are in furtherance of and not in limitation or exclusion of the powers
conferred by law.
(a) Transactions with Interested Persons. No contract or other
transaction between the corporation and one or more of its directors,
or between the corporation and any other corporation, partnership,
association or other organization in which one or more of its directors
or officers are directors or officers or have a financial interest,
shall be void or voidable solely for that reason, or solely because the
director or officer is present at or participates in the meeting of the
board of directors or committee thereof which authorizes, approves or
ratifies the contract or transaction, or solely because the director's
votes are counted for such purpose, if: (i) the materials facts as to
the relationship or interest and as to the contract or transaction are
disclosed or are known to the board of directors of the committee, and
the board or committee in good faith authorizes, approves or ratifies
the contract or transaction by the affirmative vote of a majority of
the disinterested directors, even though the disinterested directors
are less than a quorum, or (ii) the materials facts as to the
relationship or interest and as to the contract or transaction are
disclosed or are known to the shareholders entitled to vote thereon,
and the contract or transaction is specifically authorized, approved or
ratified in good faith by vote of the shareholders; or (iii) the
contract or transaction was fair as to the corporation. Common or
interested directors may be counted in determining the presence of a
quorum at a meeting of the board of directors or the committee thereof
which authorizes, approves or ratifies the contract or transaction.
<PAGE>
(b) Indemnification. The corporation shall indemnify, to the extent
permitted by law, any person who is or was a director, officer, agent,
fiduciary or employee of the corporation against any claim, liability
or expense arising against or incurred by such person as a result of
actions reasonably taken by him at the direction of the corporation.
The corporation shall further have the authority to the full extent
permitted by law to indemnify its directors, officers, agents,
fiduciaries and employees against any claim, liability or expense
arising against or incurred by them in all other circumstances and to
maintain insurance providing such indemnification.
(c) No Personal Liability for Directors. No director of this
corporation shall have any personal liability for monetary damages to
the corporation or its shareholders for breach of a fiduciary duty as a
director except that this provision shall not eliminate or limit the
liability of a director to the corporation or its shareholders for
monetary damages for (i) any breach of the director's duty of loyalty
to the corporation or its shareholders, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) payment of a dividend or approval of a stock
repurchase in contravention of C.R.S. , ss.7-5-114, or (iv) any
transaction from which the director derives an improper personal
benefit.
(d) Negation of Equitable Interests in Shares or Rights. The
corporation shall be entitled to treat the registered holder of any
shares of the corporation as the owner thereof for all purposes,
including all rights deriving from such shares, and the corporation
shall not be found to recognize any equitable or other claim to, or
interest in, such shares or rights deriving from such shares on the
part of any other person including without limiting the generality
hereof, a purchaser, assignee or transferee of such shares or rights
deriving from such shares, unless and until such other person becomes
the registered holder of such shares, whether or not the corporation
shall have either actual or constructive notice of the claimed interest
of such other person. By way of example and not of limitation, until
such other person has become the registered holder of such shares, the
person shall not be entitled: to receive notice of the meetings of the
shareholders; to vote at such meetings; to examine a list of the
shareholders; to be paid dividends or other sums payable to
shareholders; or to own, enjoy and exercise any other rights deriving
from such shares against the corporation.
THIRD: The manner in which any exchange, reclassification, or cancellation
of issued shares provided for in this Amendment shall be effected, is as
follows:
Each share of the corporation's Common Stock, $.00005 par value
issued and outstanding immediately prior to the time of the
effectiveness of this Restated Articles of the Corporation (the
"Effective Time"), is hereby reclassified and shall be split and
converted into one (1) share of the corporation's Common Stock $.003
par value (shares of Common Stock issued and outstanding immediately
prior to the Effective Time being hereinafter called "Old Shares" and
shares of Common Stock issued and outstanding at or after the Effective
Time being herein called "New Shares"); provided, however, that with
respect to each holder of Old Shares such
<PAGE>
reclassification, split and conversion shall be effected on the basis
of the total number of Old Shares held by such holder, and if such
reclassification, split or conversion would result in any holder of Old
Shares becoming the holder of a fractional share interest in a New
Share, then the number of New Shares in which such holder's whole
shares are split and converted shall be rounded upward to the nearest
whole share.
Each holder of certificates representing Old Shares shall be
entitled, upon surrender of such certificates to the corporation, or
any transfer or exchange agent for cancellation, to receive a new
certificate or certificates representing the number of fully paid and
non-assessable New Shares into which such Old Shares have been
reclassified, split and converted. Until so presented and surrendered,
certificates of Old Shares shall, except as provided in the following
sentence, be deemed for all purposes to evidence the ownership of the
number of New Shares into which such Old Shares have been reclassified,
split and converted pursuant to this paragraph. The holder of any
certificate of any Old Shares shall not be paid any distribution
payable on the Common Stock to which such holder shall otherwise be
entitled until such holder surrenders such certificate in exchange for
a certificate or certificates representing New Shares.
FOURTH: The Restated Articles of Incorporation contains amendments to
the former Articles of Incorporation, as amended, and such amendments
were adopted by the shareholders, the number of votes cast for the
amendment by each voting group entitled to vote separately on the
amendment was sufficient for approval by that voting group and the
shareholders.
DATED the 27th day of March, 1997.
ATTEST: SYNAPTIX SYSTEMS CORPORATION,
formerly Basic Natural Resources, Inc.
/s/ Christine N. Croneau /s/ Alan W. Harvey
Christine N. Croneau, Secretary Alan W. Harvey, President and Chairman
STATE OF TEXAS )
:
COUNTY OF HARRIS )
The foregoing instrument was acknowledged before me on the 27th day of
March, 1997, by Alan W. Harvey.
/s/ Sandra J. Gray
Notary Public - State of Texas
Commission Expires: May 20, 1998
<PAGE>
EXHIBIT 5
<PAGE>
May 8, 1997
Synaptix Systems Corporation
2450 South Shore Drive, Suite 210
League City, Texas 77573
Gentlemen:
As set forth in the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Synaptix Systems Corporation, a
Colorado corporation (the "Company"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to 4,000,000
shares of common stock, par value $.003 per share, of the Company (the "Common
Stock") to be issued from time to time pursuant to the Synaptix Systems
Corporation 1997 Employee Stock Compensation Plan (the "Compensation Plan") and
4,000,000 shares of Common Stock to be issued from time to time pursuant to the
Synaptix Systems Corporation 1997 Incentive Stock Option and Non-Statutory Stock
Option Plan (the "Option Plan"), certain legal matters in connection with the
Common Stock are being passed upon for you by us.
The Compensation Plan and Option Plan provides for the grant of awards
to selected employees of the Company, including consultants who have provided
bona fide services to the Company, and non-employee directors of the Company
(other than directors serving on the committee of the Board of Directors
selected to administer the Compensation Plan and the Option Plan (the
"Committee"). Awards under the Compensation Plan consist of stock awards, which
include grants of restricted shares of Common Stock ("Stock Awards"). Options
granted under the Option Plan consist of (i) incentive stock options ("Incentive
Options") within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended, and (ii) nonstatutory stock options ("Nonstatutory Options").
As used herein, the term "Options" shall mean Incentive Options and Nonstatutory
Options and the term "Option Shares" shall mean the Shares issuable upon the
exercise of Options.
<PAGE>
Synaptix Systems Corporation
May 8, 1997
Page 2
In our capacity as your counsel in the connection referred to above, we
have examined the Compensation Plan and the Option Plan, the Company's Restated
Articles of Incorporation and Bylaws, as amended to date, and have examined the
originals, or copies certified or otherwise identified, of corporate records of
the Company, including minute books of the Company as furnished to us by the
Company, certificates of public officials and of representatives of the Company,
statutes and other instruments or documents, as a basis for the opinions
hereinafter expressed.
We have assumed that all signatures on all documents examined by us are
genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof and that all information submitted to us was
accurate and complete.
Based upon our examination as aforesaid and subject to the assumptions,
limitations and qualifications set forth herein, we are of the opinion that:
1. The Company is a corporation incorporated and validly existing in good
standing under the laws of the State of Colorado.
2. When the Committee has granted Options in accordance with the terms of the
Option Plan and has fixed the exercise price therefor, all requisite
corporate action on the part of the Company with respect to the
authorization of the issuance of the Option Shares subject to such Options
will have been taken. Upon the issuance and delivery of such Option Shares
upon the exercise of Options in accordance with the Option Plan and for the
consideration fixed by the Committee, such Option Shares will be validly
issued, fully paid and nonassessable.
3. When the Committee has granted Stock Awards in accordance with the terms of
the Plan, all requisite corporate action on the part of the Company with
respect to the authorization of the issuance of the Common Stock subject to
such Stock Awards will have been taken. Upon the issuance and delivery of
such Common Stock in accordance with the Compensation Plan and upon the
lapse of any restrictions thereon in accordance with the Compensation Plan,
such Common Stock will be validly issued, fully paid and nonassessable.
At your request, this opinion is being furnished to you for filing as
Exhibit 5 of the Registration Statement.
<PAGE>
Synaptix Systems Corporation
May 8, 1997
Page 3
The opinions set forth above are limited in all respects to matters of
federal law as in effect on the date hereof.
Very truly yours,
Rodi, Pollock, Pettker, Galbraith,
& Cahill, a Law Corporation
RPPGC:rcn
<PAGE>
EXHIBIT 23.1
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
December 11, 1996, included in the Synaptix Systems Corporation (formerly Basic
Natural Resources, Inc.) Annual Report on Form 10-K for the year ended June 30,
1996, and to all references to our Firm included in this Registration Statement.
SMITH & COMPANY
Salt Lake City, Utah
May 7, 1997
<PAGE>
EXHIBIT 23.2
<PAGE>
CONSENT OF COUNSEL
As special counsel to the Registrant, the undersigned hereby consents to the
attachment as an exhibit to this Registration Statement of our opinion letter of
May 8, 1997.
RODI, POLLOCK, PETTKER, GALBRAITH
& CAHILL, A LAW CORPORATION
Los Angeles, California
May 9, 1997
<PAGE>
EXHIBIT 24
<PAGE>
SYNAPTIX SYSTEMS CORPORATION
POWER OF ATTORNEY
(1997 EMPLOYEE STOCK COMPENSATION PLAN)
WHEREAS, SYNAPTIX SYSTEMS CORPORATION, a Colorado corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1993, as amended (the "Act"), one or
more Registration Statements, each on Form S-8, (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and documents related to each such Registration Statement or
Prospectus, in connection with the registration of shares of common stock, $.003
par value, of the Company and the preference purchase rights appurtenant
thereto, to be issued to employees of the Company in connection with the
Company's 1997 Employee Stock Compensation Plan;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Alan W.
Harvey and Christine N. Croneau, and each of them severally, his true and lawful
attorney or attorneys-in-fact, with power to act with or without the others and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as a director or officer or both, as the case
may be, of the Company, each such Registration Statement referred to above, and
any and all amendments (including pre-effective and post-effective amendments)
thereto, and any supplements to the Prospectus as said attorneys-in-fact or any
of them shall deem necessary or appropriate, together with all instruments
necessary or incidental in connection therewith, to file the same or cause the
same to be filed with the Commission, and to appear before the Commission in
connection with any matter relating thereto. Each of said attorneys-in-fact
shall have full power and authority to do and perform in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done, as fully and for all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts that said attorneys-in-fact and each of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
5th day of May, 1997.
/s/ Alan W. Harvey
Alan W. Harvey
<PAGE>
SYNAPTIX SYSTEMS CORPORATION
POWER OF ATTORNEY
(1997 EMPLOYEE STOCK COMPENSATION PLAN)
WHEREAS, SYNAPTIX SYSTEMS CORPORATION, a Colorado corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1993, as amended (the "Act"), one or
more Registration Statements, each on Form S-8, (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and documents related to each such Registration Statement or
Prospectus, in connection with the registration of shares of common stock, $.003
par value, of the Company and the preference purchase rights appurtenant
thereto, to be issued to employees of the Company in connection with the
Company's 1997 Employee Stock Compensation Plan;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Alan W.
Harvey and Christine N. Croneau, and each of them severally, his true and lawful
attorney or attorneys-in-fact, with power to act with or without the others and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as a director or officer or both, as the case
may be, of the Company, each such Registration Statement referred to above, and
any and all amendments (including pre-effective and post-effective amendments)
thereto, and any supplements to the Prospectus as said attorneys-in-fact or any
of them shall deem necessary or appropriate, together with all instruments
necessary or incidental in connection therewith, to file the same or cause the
same to be filed with the Commission, and to appear before the Commission in
connection with any matter relating thereto. Each of said attorneys-in-fact
shall have full power and authority to do and perform in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done, as fully and for all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts that said attorneys-in-fact and each of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
5th day of May, 1997.
/s/ Christine N. Croneau
Christine N. Croneau
<PAGE>
SYNAPTIX SYSTEMS CORPORATION
POWER OF ATTORNEY
(1997 EMPLOYEE STOCK COMPENSATION PLAN)
WHEREAS, SYNAPTIX SYSTEMS CORPORATION, a Colorado corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1993, as amended (the "Act"), one or
more Registration Statements, each on Form S-8, (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and documents related to each such Registration Statement or
Prospectus, in connection with the registration of shares of common stock, $.003
par value, of the Company and the preference purchase rights appurtenant
thereto, to be issued to employees of the Company in connection with the
Company's 1997 Employee Stock Compensation Plan;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Alan W.
Harvey and Christine N. Croneau, and each of them severally, his true and lawful
attorney or attorneys-in-fact, with power to act with or without the others and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as a director or officer or both, as the case
may be, of the Company, each such Registration Statement referred to above, and
any and all amendments (including pre-effective and post-effective amendments)
thereto, and any supplements to the Prospectus as said attorneys-in-fact or any
of them shall deem necessary or appropriate, together with all instruments
necessary or incidental in connection therewith, to file the same or cause the
same to be filed with the Commission, and to appear before the Commission in
connection with any matter relating thereto. Each of said attorneys-in-fact
shall have full power and authority to do and perform in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done, as fully and for all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts that said attorneys-in-fact and each of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
5th day of May, 1997.
/s/ Edward S. Fleming
Edward S. Fleming
<PAGE>
SYNAPTIX SYSTEMS CORPORATION
POWER OF ATTORNEY
(1997 EMPLOYEE STOCK COMPENSATION PLAN)
WHEREAS, SYNAPTIX SYSTEMS CORPORATION, a Colorado corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1993, as amended (the "Act"), one or
more Registration Statements, each on Form S-8, (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and documents related to each such Registration Statement or
Prospectus, in connection with the registration of shares of common stock, $.003
par value, of the Company and the preference purchase rights appurtenant
thereto, to be issued to employees of the Company in connection with the
Company's 1997 Employee Stock Compensation Plan;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Alan W.
Harvey and Christine N. Croneau, and each of them severally, his true and lawful
attorney or attorneys-in-fact, with power to act with or without the others and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as a director or officer or both, as the case
may be, of the Company, each such Registration Statement referred to above, and
any and all amendments (including pre-effective and post-effective amendments)
thereto, and any supplements to the Prospectus as said attorneys-in-fact or any
of them shall deem necessary or appropriate, together with all instruments
necessary or incidental in connection therewith, to file the same or cause the
same to be filed with the Commission, and to appear before the Commission in
connection with any matter relating thereto. Each of said attorneys-in-fact
shall have full power and authority to do and perform in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done, as fully and for all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts that said attorneys-in-fact and each of them may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
5th day of May, 1997.
/s/ Mark F. Walz
Mark F. Walz
