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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ReDOX TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 55-0681106
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(State of Jurisdiction of (Federal Identification Number)
incorporation or organization)
340 North Sam Houston Parkway East, Suite #250
Houston, Texas 77060
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(Address of principal Executive Offices and principal place of business)
(281) 445-0020
(Registrant's telephone number, including area code)
N/A
(Full Title of Plan)
Harvard Business Systems, 25 Greystone Manor, Lewis Delaware 19958-9776
(Name and Address for Agent for Service)
(302) 645-7400
(Telephone number, including area code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
To be registered offering price per share aggregate offering registration fee
price
<S> <C> <C> <C> <C>
Common Stock 250,000 $0.4335 $108,375.00 $28.62
</TABLE>
Exhibit Index appears on consecutively numbered Page 5.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this
Registrations Statement:
(a) the Registrants latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act;
(b) all other reports filed pursuant to Section 15(a) in 15(d) if the
Exchange Act since the end of the fiscal year covered by the
Registrant's latest annual report referred to in (a) above.
All documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of the post effective amendment which indicates 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 of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
This Form S-8 is being filed to register Common Stock of the Company
proposed to be issued pursuant to a Release of all claims, actions, causes of
action and settlement of Cause No. 1999-10667 styled Larry Bell and Valery K.
Aksamentov vs. ReDOX Technology Corporation and Richard Szymanski filed in the
133rd Judicial District Court of Harris County, Texas. None of the issues
raised in the described litigation involved the offer or sale of securities in
a capital raising transaction. The Company's Articles of Incorporation, as
amended, authorize 100,000,000 shares of Common Stock, $.00005 par value per
share. The shares of Common Stock have no preemptive rights or other
subscription rights, have no conversion rights and are not subject to
redemption. All shares of Common Stock will be, when and if issued, fully paid
and non-assessable. No personal liability will attach to the ownership of the
Common Stock. The holders of Common Stock are entitled to one (1) vote for each
share held. The Common Stock has non-accumulative voting rights. The holders of
Common Stock are entitled to dividends which, and if, declared by the Board of
Directors from funds legally available therefore, subject to any preference on
preferred stock, if applicable, which may be outstanding. The Company has not
paid a dividend since its incorporation. Because the Company is in the
formative stages and will be engaged in start-up operations for the next
several years, it is not anticipated that funds will be available for the
issuance of dividends in the foreseeable future.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Delaware General Corporation Law confers on a director or
officer an absolute right to indemnification for expenses, including attorney's
fees, actually and reasonably incurred by him to the extent he is successful on
the merits or otherwise in defense of any action, suit or proceeding. The
Delaware General Corporation Law also entitles a director or officer to partial
indemnification against expenses to the extent that he has been successful in
defending any claim, issue, or matter asserted in such proceeding. The Delaware
indemnification section further permits the corporation to indemnify officers
and directors in circumstances where indemnification is proper under the
circumstances. Such determination must be made by the board of directors, the
shareholders, or independent legal counsel. Delaware law also permits a
corporation, in its articles of incorporation, bylaws, or an agreement, to pay
attorney's fees and other litigation expenses on behalf of a corporate official
in advance of the final disposition of the action upon receipt of an
undertaking by or on behalf of the corporate official to repay such expenses to
the corporation if it is ultimately determined that he is not entitled to be
indemnified by the corporation. The corporation may also purchase and maintain
indemnification. The Delaware statute also provides that indemnification
authorized by the statute is not exclusive of, but is in addition to,
indemnification rights granted under a corporation's articles of incorporation,
an agreement, or pursuant to a vote of shareholders or disinterested parties.
The foregoing discussion in indemnification merely summarizes
certain aspects of indemnification provisions and is limited by reference to
the Delaware General Corporation law.
The Company's articles of incorporation and bylaws provide that the
Company shall indemnify its officers, directors, employees and agents to the
extent permitted by the general Corporation Law of Delaware. It is anticipated
that the Company will indemnify its officers, and directors to the full extent
permitted by the General Corporation Law of Delaware. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that, I the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is made (other than the payment by the Company of
expenses incurred or paid by a director, officer or control person in
connection with the securities being registered) the Company 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 the Company is against public policy as expressed in the
Securities act and will be governed by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION
Not Applicable.
ITEM 8. EXHIBITS
Copies of the following documents have been included as Exhibits to
this Registration Statement, pursuant to Item 601 of Registration S-K. The
Index to Exhibits required by such item appears at page 6.
Exhibit No. Title of Document
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5 Opinion of Robert M. Overholt
Attorney and Counselor at Law
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15 Letter of Wand & Ender, P.C.
Certified Public Accountants
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23 Consent of Robert M. Overholt
Attorney at Law (See Exhibit 5)
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23 Consent of Wander & Elder, P. C.
(See Exhibit 15)
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ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes that, for purposes of
determining any liabilities under the Securities Act of 1933,m each filing of
the Registrant's annual report pursuant to Section 13(a) or 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 offer thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant, 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 Securities act and is therefore,
unenforceable. In the event that a claim for ind3mnification against such
liabilities is made (other that the payment by the Company of expenses incurred
or paid by a director, officer or controlling person in connection with the
securities being registered) the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the questions whether such indemnification by the
Company is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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 Houston, State of Texas
on the 31st day of December, 1999.
(Registrant) ReDox Technology Corporation
By: (Signature and Title): /s/RICHARD A. SZYMANSKI
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Richard A. Szymanski, Chief Executive Officer
and Chairman of the Board of Directors
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
date indicated.
(Signature): /s/ RICHARD A. SZYMANSKI
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(Title): Richard A. Szymanski, Chief Executive Officer
and Chairman of the Board of Directors
(Date): 1-5-2000
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(Signature): /s/ CLIFTON D. DOUGLAS
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(Title): Clifton D. Douglas, Chief Financial Officer and Director
(Date): 1-5-2000
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(Signature): /s/ JAMES R. SCHULER
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(Title): James R. Schuler, Director
(Date): 1-5-2000
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INDEX TO EXHIBITS
Exhibit No. Title of Document
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5 Opinion of Robert M. Overholt
Attorney and Counselor at Law
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15 Letter of Wand & Ender, P.C.
Certified Public Accountants
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23 Consent of Robert M. Overholt
Attorney at Law (See Exhibit 5)
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23 Consent of Wander & Elder, P. C.
(See Exhibit 15)
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ROBERT M. OVERHOLT
ATTORNEY AT LAW
340 North Sam Houston Pkwy. East -- Suite 250
Houston, Texas 77060
Tel: (281) 445-0020 Fax: (281) 445-0022
Efax (Toll Free): 1-888-285-3582
Pager: (713) 687-7332
JANUARY 4, 2000
ReDOX Technology Corporation
340 North Sam Houston Parkway East
Suite 250
Houston, Texas 77060
RE: ISSUANCE OF STOCK PURSUANT TO FORM S-8 REGISTRATION STATEMENT.
Gentlemen,
You have requested the opinion of the undersigned as counsel for
ReDOX Technology Corporation (hereinafter referred to as "ReDOX) in connection
with the registration under the Securities Act of 1933, and the rules and
regulations promulgated there under, and the public offering by the Company of
up to 250,000 shares of Common Stock to be issued pursuant to a Release and
Compensation Agreement entered into with Mr. Larry Bell and Mr. Valery K.
Aksamentov regarding consulting services rendered to and on behalf of ReDOX.
I have examined the Company's Registration Statement on Form S-8 to
be filed with the Securities and Exchange Commission on or about January 5,
2000 (the "Registration Statement"). I have further examined the Certificate of
Incorporation, any amendments thereto and the Bylaws as a basis for the opinion
hereafter expressed.
Based on the foregoing examination, the shares of Common Stock
covered by the Registration Statement will be legally issued, fully paid and
non-assessable.
I consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Respectfully submitted,
/s/ ROBERT M. OVERHOLT
Robert M. Overholt
RMO/bak
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INDEPENDENT AUDITORS CONSENT
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We consent to the incorporation by reference in this Registration Statement
of ReDOX Technology corporation on Form S-8 of our reports dated December 31,
1998, appearing in, and incorporated by reference to, the annual report on Form
10-K of ReDOX Technology Corporation for the year ended December 31, 1998. In
addition, this will acknowledge that we are aware that ReDOX Technology
Corporation is using in the Registration Statement filed on S-8 reports
conducted on an unaudited basis interim financial information by reference
reports filed with the Securities and Exchange Commission subsequent to the
Form 10-K filed by ReDOX Technology corporation for the fiscal year ended
December 31, 1998.
/s/ MARTIN ENDER
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Martin Ender
Want & Ender, CPA, P.C.
Dated: 1/4/2000
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