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As filed with the Securities and Exchange Commission on November 6, 2000
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MIGRATEC, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 65-0125664
(State or other jurisdiction of (I.R.S. Employer Identification Code)
incorporation or organization)
11494 Luna Road, Suite 100
Dallas, Texas 75234-9421
(Address of principal executive offices)
MIGRATEC, INC. LONG-TERM INCENTIVE PLAN,
AS AMENDED AND RESTATED
(Full title of the plan)
T. ULRICH BRECHBUHL
PRESIDENT AND CHIEF FINANCIAL OFFICER
11494 Luna Road, Suite 100
Dallas, Texas 75234-9421
(Name and address of agent for service)
(972) 969-0300
(Telephone number, including area code, of agent for service)
Copy to:
Ted S. Schweinfurth, Esq.
Winstead Sechrest & Minick P.C.
1201 Elm Street, 5400 Renaissance Tower
Dallas, Texas 75270
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value per 7,000,000 $.70* $4,922,400* $1,299.51
share
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* Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended.
Pursuant to Rule 457(h), this estimate is based upon the average of the high
and low prices of the Registrant's common stock, $.001 par value per share,
on November 2, 2000 (as reported on the Over the Counter Bulletin Board).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
1. PLAN INFORMATION.*
2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
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* Information required by Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities
Act of 1933 is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1999, filed April 14, 2000, as amended May 2,
2000;
(b) (i) The Registrant's Quarterly Reports on Form 10-QSB for the
quarters ending September 30, 2000, filed November 6, 2000; June
30, 2000, filed August 10, 2000; and March 31, 2000, filed May
19, 2000 and (ii) the Registrant's Reports on Form 8-K, filed
March 10, 2000 and March 20, 2000; and
(c) The description of the Registrant's common stock, $.001 par value
per share (the "Common Stock"), contained in the Registrant's
registration statement on Form SB-2, filed August 31, 2000, File
No. 333-44946.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after 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 of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The Registrant's Common Stock has been registered under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law (the "DGCL") permits the
indemnification of directors, employees, officers and agents of Delaware
corporations. Our Certificate of Incorporation and Bylaws provide that we shall
indemnify our directors and officers to the fullest extent permitted by the
DGCL. Such indemnification provisions notwithstanding, we are aware that insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers or persons controlling MigraTEC, Inc.
pursuant to the foregoing provisions, we have been informed 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.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits required to be furnished pursuant to this Item 8 are listed in the
Exhibit Index filed herewith, which Exhibit Index is hereby incorporated herein
by reference.
ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(i) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
1) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
2) to reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration
Statement;
3) to include any material information with respect to the plan
of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(i)(1) and (a)(i)(2) do not
apply if 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 Securities and Exchange 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 this
Registration Statement.
(ii) 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.
(iii) 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.
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(b) The 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 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, 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
Securities Act of 1933 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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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, hereunto
duly authorized, in the City of Dallas, State of Texas, on November 6, 2000.
MIGRATEC, INC.
By: /s/ T. Ulrich Brechbuhl
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T. Ulrich Brechbuhl
President and Chief Financial Officer
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.
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Signature and Title Date
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/s/ W. Curtis Overstreet November 6, 2000
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W. Curtis Overstreet
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Kevin C. Howe November 6, 2000
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Kevin C. Howe
Chairman of the Board
/s/ T. Ulrich Brechbuhl November 6, 2000
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T. Ulrich Brechbuhl
President, Chief Financial Officer
and Secretary (Principal Financial
and Accounting Officer)
/s/ Drew R. Johnson November 6, 2000
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Drew R. Johnson
Director
November __, 2000
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Richard A. Gray, Jr.
Director
November __, 2000
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Deane C. Watson, Jr.
Director
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION PAGE NUMBER
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4.1 Form of Common Stock Certificate (1)
5.1 Opinion of Winstead
Sechrest & Minick P.C.
23.1 Consent of Winstead (included in Exhibit 5.1)
Sechrest & Minick P.C.
23.2 Consent of Ernst & Young LLP
99.1 MigraTEC, Inc. Long-Term Incentive Plan,
as amended and restated
99.2 Stock Option Grant Agreement and
Stock Option Agreement
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(1) Incorporated by reference from Post-effective Amendment No. 1 to MigraTEC's
registration statement on Form SB-2 filed May 7, 1999, File No. 333-65093.
