AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 6, 2000
REGISTRATION NO. 33-____________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
AFFILIATED RESOURCES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
COLORADO 84-1045715
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3050 Post Oak Boulevard, Suite 1080
Houston, Texas 77056
(Address of Principal Executive Offices, Including Zip Code)
____________________
Synaptix Systems Corporation
1997 Incentive Stock Option Plan
and
1997 Non-Statutory Stock Option Plan
(Full Title of the Plan)
____________________
Peter C. Vanucci
Chief Executive Officer
3050 Post Oak Boulevard, Suite 1080
Houston, Texas 77056
(713) 355-8940
(Name, Address, and Telephone Number of Agent for Service)
COPIES TO:
Brian A. Lebrecht, Esq.
Cutler Law Group
610 Newport Center Drive, Suite 800
Newport Beach, California 92660
(949) 719-1977
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Share Aggregate Offering Price Registration Fee
Common Stock,
par value $0.003 (2) 6,730,000 $ 0.16 (1) $1,076,800 $284.28
</TABLE>
(1) Estimated solely for the purpose of computing the amount
of the registration fee pursuant to Rule 457(c) based on the closing price as
reported by the NASDAQ Over-The-Counter Bulletin Board on October 31, 2000.
(2) Represents shares of Common Stock underlying options to be issued
pursuant to the Synaptix Systems Corporation 1997 Incentive Stock Option Plan
and 1997 Non-Statutory Stock Option Plan.
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EXPLANATORY NOTE
Affiliated Resources Corporation ("Affiliated") has prepared this Registration
Statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "1933 Act"), to register shares of common stock,
$.003 par value per share, of Affiliated, issuable pursuant to the Synaptix
Systems Corporation 1997 Incentive Stock Option Plan and 1997 Non-Statutory
Stock Option Plan. Synaptix Systems Corporation is now known as Affiliated
Resources Corporation.
Under cover of this Form S-8 is a Reoffer Prospectus Affiliated prepared in
accordance with Part I of Form S-3 under the 1933 Act. The Reoffer Prospectus
may be utilized for reofferings and resales of up to 6,730,000 shares of common
stock acquired by the selling shareholders.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Affiliated will send or give the documents containing the information specified
in Part 1 of Form S-8 to employees or consultants as specified by Securities and
Exchange Commission Rule 428 (b) (1) under the Securities Act of 1933, as
amended (the "1933 Act"). Affiliated does not need to file these documents with
the commission either as part of this Registration Statement or as prospectuses
or prospectus supplements under Rule 424 of the 1933 Act.
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REOFFER PROSPECTUS
AFFILIATED RESOURCES CORPORATION
3050 POST OAK BOULEVARD, SUITE 1080
HOUSTON, TEXAS 77056
6,730,000 SHARES OF COMMON STOCK
The shares of common stock, $0.003 par value per share, of Affiliated Resources
Corporation ("Affiliated" or the "Company") offered hereby (the "Shares") will
be sold from time to time by the individuals listed under the Selling
Shareholders section of this document (the "Selling Shareholders"). The Selling
Shareholders acquired or will acquire the Shares pursuant to the exercise of
options under the Synaptix Systems Corporation 1997 Incentive Stock Option Plan
and 1997 Non-Statutory Stock Option Plan (the "Plan").
The sales may occur in transactions on the NASDAQ over-the-counter market at
prevailing market prices or in negotiated transactions. Affiliated will not
receive proceeds from the sale of any of the Shares, although under the terms of
the Plan, Affiliated may receive an amount equal to the exercise price when the
Selling Shareholders exercise options to acquire the Shares. Affiliated is
paying for the expenses incurred in registering the Shares.
The Shares are "restricted securities" under the Securities Act of 1933 (the
"1933 Act") before their sale under the Reoffer Prospectus. The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933 Act to allow for future sales by the Selling Shareholders to the public
without restriction. To the knowledge of the Company, the Selling Shareholders
have no arrangement with any brokerage firm for the sale of the Shares. The
Selling Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act. Any commissions received by a broker or dealer in connection with
resales of the Shares may be deemed to be underwriting commissions or discounts
under the 1933 Act.
Affiliated's common stock is currently traded on the NASDAQ Over-the-Counter
Bulletin Board under the symbol "ARCX".
________________________
This investment involves a high degree of risk. Please see "Risk Factors"
beginning on page 11.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
________________________
November 3, 2000
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TABLE OF CONTENTS
Where You Can Find More Information 6
Incorporated Documents 6
The Company 8
Risk Factors 11
Use of Proceeds 15
Selling Shareholders 15
Plan of Distribution 16
Legal Matters 16
Experts 16
________________________
You should only rely on the information incorporated by reference or provided in
this Reoffer Prospectus or any supplement. We have not authorized anyone else
to provide you with different information. The common stock is not being
offered in any state where the offer is not permitted. You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of any date other than the date on the front of this Reoffer Prospectus.
WHERE YOU CAN FIND MORE INFORMATION
Affiliated is required to file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission
(the "SEC") as required by the Securities Exchange Act of 1934, as amended (the
"1934 Act"). You may read and copy any reports, statements or other information
we file at the SEC's Public Reference Rooms at:
450 Fifth Street, N.W., Washington, D.C. 20549;
Seven World Trade Center, 13th Floor, New York, N.Y. 10048
Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Rooms. Our filings are also available to the public from commercial
document retrieval services and the SEC website (http://www.sec.gov).
INCORPORATED DOCUMENTS
The SEC allows Affiliated to "incorporate by reference" information into this
Reoffer Prospectus, which means that the Company can disclose important
information to you by referring you to another document filed separately with
the SEC. The information incorporated by reference is deemed to be part of this
Reoffer Prospectus, except for any information superseded by information in this
Reoffer Prospectus.
Affiliated's Annual Report on Form 10-KSB, dated May 17, 2000, is incorporated
herein by reference. In addition, all documents filed or subsequently filed by
the Company under Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, before
the termination of this offering, are incorporated by reference.
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The Company will provide without charge to each person to whom a copy of this
Reoffer Prospectus is delivered, upon oral or written request, a copy of any or
all documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed
to the Chief Financial Officer at Affiliated, at Affiliated's executive offices,
located at 3050 Post Oak Boulevard, Suite 1080, Houston, Texas 77056.
Affiliated's telephone number is (713) 355-8940.
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THE COMPANY
Affiliated Resources Corporation, formerly known as Synaptix Systems
Corporation (the "Company"), was incorporated in the State of Colorado in
December 1986 and became a public company in August 1987. By 1995, our
operations were focused on software development, however, as a result of a
management change in March 1998, the undeveloped software operations were
discontinued and sold. Subsequently, we were repositioned to focus on the
acquisition of industry related companies whose products or services are
technically innovative and market proven, but whose market penetration can be
significantly expanded through enhanced marketing or additional capitalization.
Our Management plans to expand the Company by introducing new products and
by developing strategic marketing alliances to promote our existing products in
the national market. In addition, expansion will also be achieved through
selected related industry acquisitions using leverage, stock of the Company, or
a combination of both. Management believes that current discussions with
investors will yield additional capital to pursue acquisitions and provide
sufficient working capital for future operations.
CHEMWAY SYSTEMS, INC.
On December 30, 1998, we acquired all of the issued and outstanding stock
of ChemWay Systems, Inc. ("ChemWay"), from Evans Systems, Inc., a Texas
corporation ("Evans"), and Way Energy, Inc., a Delaware corporation, in
exchange for 1,500,000 shares of our common stock. ChemWay is in the business
of producing and distributing aftermarket automotive fluids, including
automotive care and performance products, refrigerants, lubricants and solvents.
Currently, ChemWay is fully operational and, subject to the constraints of
operating capital, is capable of providing customers with a full line of its
products.
In acquiring ChemWay, we agreed to fulfill certain covenants including,
but not limited to, (i) raising at least $1,500,000 in additional proceeds from
the sale of Common Stock in a private placement, and (ii) paying the mortgage
indebtedness on ChemWay's commercial industrial facility described below (which
amounted to $232,500 plus principal and interest at December 31, 1999). We have
fulfilled covenant (ii) and are currently in negotiations with Evans Systems
with regard to covenant (i). Our obligation under the Purchase Agreement is
secured by a pledge of substantially all of the assets of ChemWay.
Effective on September 26, 2000, the Company entered into a Settlement and
Rescission Agreement (the "Settlement Agreement") with Evans and Way Energy,
Inc., a Delaware corporation ("Way").
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Under the terms of the Settlement Agreement, which has an anticipated
closing date of November 26, 2000 (the "Closing"), Evans and Way will terminate
the lawsuit against Affiliated currently pending in the State of Texas. In
addition, Evans will deliver to Affiliated an aggregate of 1,500,000 shares of
outstanding Affiliated common stock for retirement, and will deliver to an
escrow agent an additional 1,000,000 shares of outstanding Affiliated common
stock which may be retired upon payment in full of a promissory note from
Affiliated to Evans (see below).
Under the terms of the Settlement Agreement, Affiliated will transfer to
Evans all of the issued and outstanding common stock of ChemWay. Affiliated has
also agreed to execute a promissory note in favor of Evans in the principal
amount of $625,000 (the "Note"). Effective immediately, Evans and Way have
agreed to take over management of ChemWay and to fulfill ChemWay's obligations
to its creditors.
The Closing shall occur on the earlier of (i) the first business day
immediately following the day that Affiliated closes its acquisition of Modular
Processing Technologies, Inc., a Nevada corporation, or (ii) upon obtaining
shareholder approval for the transactions called for in the Agreement. In the
event that neither (i) nor (ii) identified above occur on or before November 26,
2000, then the Agreement and the transactions called for therein shall
automatically terminate. In the event of an automatic termination as set forth
above, Evans and Way shall have the right to enter judgment against Affiliated
and file a Deed In Lieu of Foreclosure upon the ChemWay assets.
SENECA ENERGY PARTNERS, L.P.
On December 27, 1999, we acquired an 85% limited partnership interest in
Seneca Energy Partners, L.P. for 800,000 shares of common stock of the
Corporation and a stock option to purchase up to 425,000 additional shares at an
exercise price of $0.10 per share. By focusing on the acquisition of working
interests in producing oil and gas wells and by selective offset drilling in
established fields, Seneca's strategy is to significantly add to its reserves,
generate consistent revenues, and thus build the overall book value of the
company.
MODULAR PROCESSING TECHNOLOGIES, INC.
On September 11, 2000, we executed a letter of intent to acquire Modular
Processing Technologies, Inc., a Nevada corporation. The acquisition is subject
to the completion of due diligence and execution of a definitive acquisition
agreement between the parties.
PATENTS, TRADEMARKS, LICENSES
In March 1998, as a result of the change in Management, we sold
undeveloped Software Assets to Mobilelink Communications, Inc.("Mobile"). We
retained a five percent interest in Mobile's gross sales of the Software
Assets, beginning with the fiscal quarter ending June 30, 1998. If gross sales
did not exceed $200,000 within 24 months from the closing date of the
transaction, then the Software Assets are to be returned to the Company. As of
March 31, 2000, the Software Assets remain in a development stage, and,
therefore, we have not received any revenue to date as a result of its retained
interest in the Software Assets and we are entitled to the return of the
Software Assets. Although we are not confident that the Software Assets can
ever be developed, we are currently taking steps to evaluate the Software Assets
to determine any residual value that may remain.
PROPERTY
As of December 31, 1999, we owned commercial industrial property which
consisted of 2,400 square feet of administrative offices; 53,000 square feet of
warehouse; and 16,539 square feet of manufacturing and warehouse facilities in
Bay City, Texas, which were acquired in the ChemWay acquisition. Of the real
property acquired, 16,539 square feet is located on a 13 acre tract that is
leased from the Port of Bay City, Texas. In the Chemway acquisition, the Company
also assumed a sublease of 14,528 square feet of manufacturing and warehouse
space that is also located on the 13 acre tract. As part of the
pending ChemWay transaction, described above, these properties and the
obligations associated therewith will be transferred back to Evans.
9
<PAGE>
We currently lease approximately 1,600 square feet of administrative
office space in Houston, Texas, and leases approximately 800 square feet
of executive offices in Brecksville, Ohio.
10
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RISK FACTORS
In this section we highlight some of the risks associated with our business and
operations. Prospective investors should carefully consider the following risk
factors when evaluating an investment in the common stock offered by this
Reoffer Prospectus.
WE ARE PRESENTLY IN UNSOUND FINANCIAL CONDITION WHICH MAKES INVESTMENT IN OUR
SECURITIES HIGHLY RISKY. Our financial statements include an auditor's report
containing a modification regarding an uncertainty about our ability to continue
as a going concern. As of June 30, 2000, we had an accumulated deficit of
$12,003,000 and other indications of weakness in our present financial position.
We have been operating primarily through the issuance of common stock for
services by entities, including affiliates, that we could not afford to pay in
cash. No person should invest in this offering unless they can afford to lose
their entire investment.
YOUR INVESTMENT MAY NOT INCREASE IN VALUE UNLESS WE ARE ABLE TO BECOME
PROFITABLE. We have incurred losses in our business operation since inception.
We expect to continue to lose money for the foreseeable future, and we cannot be
certain when we will become profitable, if at all. Failure to achieve and
maintain profitability may adversely affect the market price of our common
stock.
FUTURE CAPITAL NEEDS. To date, we have relied mostly on private funding from
the sale of restricted shares of our Common Stock and short term borrowing to
fund our operations. To date, we have generated insufficient revenue to meet
our ongoing expenses and have extremely limited cash liquidity and capital
resources. Our future capital requirements will depend on many factors,
including our ability to market our services successfully, our cash flow from
operations, and competing market developments. Our business plan requires
additional funding beyond the proceeds previously generated from the sale of our
restricted Common Stock. Consequently, although we currently have no specific
plans or arrangements for financing, we intend to raise additional funds through
private placements, public offerings or other financings. Any equity financings
would result in dilution to our then-existing shareholders. Additionally,
sources of debt financing may result in higher interest expense. Any financing,
if available, may be on terms unfavorable to us. If adequate funds are not
obtained, we may be required to reduce or curtail operations. We currently
anticipate that our existing capital resources will not be adequate to satisfy
our current operating expenses and capital requirements for the next full fiscal
year. Consequently, we may have to secure additional financing in order to
develop our business plan.
THERE IS A LIMITED PUBLIC TRADING MARKET FOR OUR COMMON STOCK. Our Common Stock
presently trades on the Nasdaq over-the-counter bulletin board under the symbol
ARCX. There can be no assurance, however, that such market will continue or
that investors in this offering will be able to liquidate their shares acquired
in this Offering at the price herein or otherwise. There can be no assurance
that any other market will be established in the future. There can be no
assurance that an investor will be able to liquidate his or her investment
without considerable delay, if at all. The price of our Common Stock may be
highly volatile. Additionally, the factors discussed in this Risk Factors
section may have a significant impact on the market price of the shares offered
in this Reoffer Prospectus.
11
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LEGAL PROCEEDINGS. We may from time to time be involved in various claims,
lawsuits, disputes with third parties, actions involving allegations of
discrimination, or breach of contract actions incidental to the operation of our
business. Currently, we are defendants in three actions which, if we are
unsuccessful in defending, could have a material adverse effect on our results
of operations.
1. We are currently a defendant in an action entitled Evans Systems, Inc.
and Way Energy, Inc. v. Affiliated Resources Corporation, et al; Cause NO.
00-J-0443-C filed in the 130th Judicial Court of Matagorda County, Texas. The
plaintiff, former owners of our subsidiary Chemway Systems, Inc., are suing to
foreclose alleged liens and recover the assets of our subsidiary Chemway. Evans
and Way Energy have alleged claims for breach of contract alleging that we
failed to perform under the terms of our agreement to acquire Chemway. We
adamantly dispute their claims and will vigorously defend the lawsuit. No
assurances can be made however, that we will be successful in defending the
action. Failure to successfully defend the action will result in a material
adverse effect on our results of operations. We have entered into a Settlement
and Rescission Agreement to terminate this lawsuit and sell ChemWay back to
Evans.
2. We are also currently a defendant in an action entitled Virginia Lazar
vs. Affiliated Resources Corporation et al; Cause NO. 2000-32073 filed in the
133rd Judicial District Court of Harris County, Texas. This is an action by a
former shareholder which seeks, among other things, back salary in the alleged
amount of $310,000 and options to purchase 500,000 shares of our common stock.
We dispute Ms. Lazar's claims and will vigorously defend the action. Failure to
successfully defend the action may result in a material adverse effect on our
results of operations.
3. We are also currently a defendant in an action entitled Wayne Philips
and Bob Limbaugh DBA Limbaugh, Rusimore Phillps & Associates LLC vs. Harris
"Butch" Ballow and Affiliated Resources Corp.; Cause NO. 2000-19099 filed in the
164th Judicial District Court of Harris County, Texas. Plaintiffs in this case
claim that they had a contract with the our predecessor entitling them to be
directors of the Company. Plaintiffs also claim damages of $38,300 and up to
one million shares of our common stock. We plan to vigorously defend this
action. Failure to successfully defend the action may result in a material
adverse effect on our results of operations.
4. We have been named as a defendant in an action entitled Harry Russell
"Sandy" Stokes, III vs. Affiliated Resources Corporation f/k/a Synaptix
Corporation, Peter C. Vanucci and Virginia M. Lazar; Cause No. 2000-45414 filed
in the 165th Judicial District Court of Harris County, Texas. Plaintiffs in the
case allege that we refused to allow the sale of Plaintiff's stock on a timely
basis causing loss to him. Pursuant to numerous alleged courses of action,
actual damages are alleged to be $320,526.27 and Plaintiff also seeks treble
damages, punitive damages of $12 million, plus interest and attorneys fees. No
discovery has been taken. We dispute the claims made in this lawsuit, and plan
to vigorously defend this action. Failure to successfully defend the action may
result in a material adverse effect on our results of operations.
CONCENTRATION OF STOCK OWNERSHIP. As of June 30, 2000, the present directors
and executive officers, and their respective affiliates, beneficially owned less
than 10% of our outstanding common stock. As a result of their ownership, the
directors and executive officers and their respective affiliates collectively
are not able to significantly influence matters requiring shareholder approval,
including the election of directors and approval of significant corporate
transactions. This lack of concentration of ownership may have the effect of
delaying or preventing transactions involving Affiliated which require
shareholder approval.
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DEPENDENCE ON MANAGEMENT. Our success depends, to a significant extent, upon
certain key employees and directors, including primarily, Peter C. Vanucci,
Catherine A. Tamme, and Barry Goverman. The loss of services of one or more of
these employees or directors could have a material adverse effect on our
business. In addition, we have substantial need for additional qualified
management and marketing personnel. We believe that our future success will
also depend in part upon our ability to attract, retain and motivate qualified
personnel. There can be no assurance that we will be successful in attracting
and retaining such personnel. Competition for such personnel is intense. We
currently do not maintain a policy of key man life insurance on any employees.
NEED FOR ADDITIONAL PERSONNEL. We employed four full-time employees as of
August 31, 2000. Of these, three are employed in management, and one is
employed as an administrative assistant. At August 31, 2000, ChemWay employed
an additional eight employees. Our success may depend on our ability to attract
and retain other qualified technical and management personnel. We compete
for such persons with other companies, academic institutions, government
entities, and other organizations, most of which have substantially greater
capital resources and facilities than we do. There can be no assurance that we
will be successful in recruiting or retaining personnel of the requisite
caliber or in adequate numbers to enable us to conduct our business as
proposed. Furthermore, our possible future expansion into activities requiring
additional expertise in marketing will place increased demands on our resources
and management skills. Our lack of working capital increases the risk that key
employees will be attracted to other business opportunities.
DIFFICULTY OF PLANNED EXPANSION; MANAGEMENT OF GROWTH. We plan to expand our
level of operations. Our operating results will be adversely affected if net
sales do not increase sufficiently to compensate for the increase in operating
expenses caused by this expansion. In addition, our planned expansion of
operations may cause significant strain on our management, technical, financial
and other resources. To manage our growth effectively, we must continue to
improve and expand our existing resources and management information systems and
must attract, train and motivate qualified managers and employees. There can be
no assurance, however, that we will successfully be able to achieve these goals.
If we are unable to manage growth effectively, our operating results will be
adversely affected.
AUTHORIZATION OF ADDITIONAL SHARES OF COMMON STOCK. Our Articles of
Incorporation authorize the issuance of up to 50,000,000 shares of Common Stock.
Our Board of Directors has the authority to issue additional shares of Common
Stock and to issue options and warrants to purchase shares of our Common Stock
without shareholder approval. Future issuance of Common Stock could be at
values substantially below current market prices therefore could represent
further substantial dilution to investors in this Offering. In addition, the
Board could issue large blocks of voting stock to fend off unwanted tender
offers or hostile takeovers without further shareholder approval.
AUTHORIZATION OF ADDITIONAL SHARES OF PREFERRED STOCK. Our Articles of
Incorporation also authorizes the issuance of up to 10,000,000 shares of
Preferred Stock in one or more series. Consequently, our Board of Directors
have the authority to fix the number of preferred shares and to determine or
alter for each such series, such voting powers, full or limited, or no voting
powers, and such designations, preferences, and relative, participating,
optional, or other rights and such qualifications, limitations, or restrictions
thereof, in a resolution or resolutions adopted by the Board of Directors
providing for the issue of such shares. The Board of Directors are also
authorized to increase or decrease (but not below the number of shares of such
series then outstanding) the number of shares of any series subsequent to the
issue of shares of that series.
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DISCONTINUED OPERATIONS. During 1998, we acquired CobolTexas, Inc., in exchange
solely for 641,026 shares of the Company's common stock. CobolTexas, Inc. had
developed a software product that uses on- line technology to solve Year 2000
compliance problems for COBOL software users. Due to internal operating problems
with the program, which were investigated and confirmed by an independent
consultant hired by the Company, no sales of the product could be completed.
Because some of the former shareholders of CobolTexas, Inc. may have been aware
of the problem and because minimum gross revenues as specified in the original
contract have not been met, the Board of Directors determined to attempt to
rescind the transaction and recover the shares issued to former COBOL
shareholders. To date, only one former shareholder has complied with this
equest and a certificate representing 240,385 shares has been returned to the
Company. There can be no assurances that we will be able to recover the
remaining 400,641 shares from the CobolTexas, Inc. shareholders.
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USE OF PROCEEDS
We will not receive any of the proceeds from the sale of shares of common stock
by the Selling Shareholders. Any proceeds received by the Company as a result
of the exercise of options by the Selling Shareholders will be used for general
working capital purposes.
SELLING SHAREHOLDERS
The Shares of Affiliated to which this Reoffer Prospectus relates are being
registered for reoffers and resales by the Selling Shareholders. The Selling
Shareholders acquired or will acquire the Shares pursuant to the exercise of
options under the Synaptix Systems Corporation 1997 Incentive Stock Option Plan
and 1997 Non-Statutory Stock Option Plan (the "Plan"). The Selling Shareholders
may resell all, a portion, or none of such Shares from time to time.
The table below sets forth with respect to the Selling Shareholders, based upon
information available to the Company as of October 25, 2000, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number and percent of outstanding Shares that will be owned after the sale of
the registered Shares assuming the sale of all of the registered Shares.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
NUMBER OF NUMBER OF NUMBER OF NUMBER OF PERCENT OF
SHARES OWNED OPTIONS SHARES UNDERLYING SHARES SHARES OWNED
SELLING (NOT INCLUDING GRANTED OPTIONS REGISTERED OWNED BY SHAREHOLDER
SHAREHOLDERS OPTIONS) PLAN BY PROSPECTUS AFTER SALE AFTER SALE
----------------- ------------- ------------- ------------ ------------ ---------------
Alan W. Harvey 100,000 1,750,000 1,750,000 100,000 0.39%
Edward S. Fleming 0 500,000 500,000 0 0.00%
Mark F. Walz 200,000 200,000 200,000 0 0.00%
Peter C. Vanucci 0 1,250,000 1,250,000 0 0.00%
Virgina M. Lazar 7,300 500,000 500,000 7,300 0.03%
Patricia A. Bodley 0 30,000 30,000 0 0.00%
Catherine A. Tamme 0 200,000 200,000 0 0.00%
J. Thomas McManamon 0 250,000 250,000 0 0.00%
Barry Goverman 0 500,000 500,000 0 0.00%
TOTALS 307,300 5,180,000 5,180,000 107,300
</TABLE>
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PLAN OF DISTRIBUTION
The Selling Shareholders may sell the Shares for value from time to time under
this Reoffer Prospectus in one or more transactions on the Nasdaq
Over-the-Counter Bulletin Board, or other exchange, in a negotiated transaction
or in a combination of such methods of sale, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at prices
otherwise negotiated. The Selling Shareholders may effect such transactions by
selling the Shares to or through brokers-dealers, and such broker-dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers of the Shares
for whom such broker-dealers may act as agent (which compensation may be less
than or in excess of customary commissions).
The Selling Shareholders and any broker-dealers that participate in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the 1933 Act, and any commissions received by them and any
profit on the resale of the Shares sold by them may be deemed be underwriting
discounts and commissions under the 1933 Act. All selling and other expenses
incurred by the Selling Shareholders will be borne by the Selling Shareholders.
In addition to any Shares sold hereunder, the Selling Shareholders may, at the
same time, sell any shares of common stock, including the Shares, owned by him
or her in compliance with all of the requirements of Rule 144, regardless of
whether such shares are covered by this Reoffer Prospectus.
There is no assurance that the Selling Shareholders will sell all or any portion
of the Shares offered.
The Company will pay all expenses in connection with this offering and will not
receive any proceeds from sales of any Shares by the Selling Shareholders.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by the Cutler Law Group, Newport Beach, California. The Cutler Law
Group and its employees currently holds 654,660 shares of the Company's Common
Stock, of which 632,500 are held only as security for a put option to put
200,000 shares back to the Company at a price of $0.50 per share.
EXPERTS
The balance sheets as of December 31, 1999 and the statements of operations,
shareholders' equity and cash flows for the two years ended December 31, 1999
and 1998 of Affiliated Resources Corporation, have been incorporated by
reference in this Registration Statement in reliance on the report of Weinstein
Spira & Company, P.C., independent accountants, given on the authority of that
firm as experts in accounting and auditing.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement:
(i) The Registrant's Annual Report dated May 17, 2000 on Form 10-KSB
filed with the Commission on May 18, 2000.
(ii) All other reports and documents subsequently filed by the
Registrant pursuant after the date of this Registration Statement pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 and
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 and to be
a part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the Common Stock offered hereby will be
passed upon for the Company by the Cutler Law Group, counsel to the Company.
Mr. M. Richard Cutler, principal of the Cutler Law Group is the beneficial owner
of 491,370 shares of Common Stock of the Company. Other employees of the Cutler
Law Group hold an additional 163,230 shares of the Common Stock of the Company,
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation Laws of the State of Colorado and the Company's Bylaws provide
for indemnification of the Company's Directors for liabilities and expenses that
they may incur in such capacities. In general, Directors and Officers are
indemnified with respect to actions taken in good faith in a manner reasonably
believed to be in, or not opposed to, the best interests of the Company, and
with respect to any criminal action or proceeding, actions that the indemnitee
had no reasonable cause to believe were unlawful. Furthermore, the personal
liability of the Directors is limited as provided in the Company's Articles of
Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The issuance of the options and the Shares underlying the options were made in
reliance on the exemption from the registration requirements of the Securities
Act of 1933, as amended, contained in Section 4(2) thereof, covering
transactions not involving any public offering or not involving any "offer" or
"sale".
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ITEM 8. EXHIBITS
3.1 Articles of Incorporation of the Registrant, as amended
(incorporated by reference).
3.2 Bylaws of the Registrant (incorporated by reference).
5.1 Opinion of Cutler Law Group, counsel to the Registrant,
regarding legality of securities being registered.
10.1 Affiliated Resources Corporation 1997 Incentive and
Non-Statutory Stock Option Plan, as Amended (Incorporated
by herein by reference to Registrant's report on Form
DEF14A, dated November 16, 1998)
23.1 Consent of Cutler Law Group (included in Exhibit 5.1).
23.2 Consent of Weinstein Spira & Company, P.C., Independent
Public Accountants.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) 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;
and
(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 (a) (1)(i) and (a) (1) (ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission 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.
(2) 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.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(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
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.
(c) 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 Securities
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 is 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 Houston, State of Texas, on November 3, 2000
Affiliated Resources Corporation
/s/ Peter C. Vanucci
By: Peter C. Vanucci
Its: Chairman & CEO
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Peter C. Vanucci Chairman, CEO and Director
------------------------
Peter C. Vanucci
/s/ Edward S. Fleming Director
-------------------------
Edward S. Fleming
/s/ Thomas McManamon Director
-----------------------
Thomas McManamon
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