<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________
Fonix Corporation
(Exact name of registrant as specified in its charter)
____________
Delaware 22-2994719
(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification No.
Eagle Gate Tower, Suite 1225
60 East South Temple
Salt Lake City, Utah 84111
(801) 328-8700
(Address of principal executive offices and Zip Code
and Telephone Number of Issuer)
1998 Stock Option and Incentive Plan
(Full Title of the Plan)
________________________________
Douglas L. Rex, Chief Financial Officer
Fonix Corporation
Eagle Gate Tower, Suite 1225
60 East South Temple
Salt Lake City, Utah 84111
(801) 328-8700
(Name, address and telephone number, including area code,
of agent for service)
Copies to:
Jeffrey M. Jones, Esq.
Durham, Jones & Pinegar, P.C.
50 South Main Street, Suite 850
Salt Lake City, Utah 84144
(801) 538-2424
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
Title of each class Proposed maximum Proposed maxi-
of securities to be Amount to be offering price per mum aggregate Amount of
registered registered/(1)/ share offering price registration fee/(4)/
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, 2,800,000 shares $1.18 $ 3,304,000/(3)/ $ 918.51
par value $.0001
per share, subject to
stock options granted
to directors
Common Shares, 400,000 shares $1.18 $ 472,000/(3)/ $ 131.22
par value $.0001
per share, subject
to stock options
granted to employees
Common Shares, 707,500 shares $1.53 $ 1,082,475/(3)/ $ 300.93
par value $.0001
per share, subject
to stock options
granted to employees
Common Shares, 6,092,500 shares $1.25/(2)/ $ 7,615,625/(2)/ $2,117.14
par value $.0001
per share, subject
to stock awards,
stock options or
stock warrants to
be granted to
employees, directors,
or consultants
---------
$3,467.80
=========
____________________________________________________________________________________________________
</TABLE>
/(1)/ This Registration Statement also covers an indeterminate number of Common
Shares that may be issuable by reason of stock splits, stock dividends or
similar transactions in accordance with Rule 416 under the Securities Act of
1933, as amended.
/(2)/ Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based upon the
average of the high and low prices of the Common Shares as reported on NASDAQ on
March 17, 1999 (within 5 business days prior to the date of filing the
registration statement).
/(3)/ Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the price
at which the options may be exercised.
/(4)/ $278 per $1,000,000 of aggregate offering price, pursuant to Section 6(b)
of the Securities Act of 1933.
2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees and consultants as
specified by Rule 428(b)(1). Such documents are not required to be and are not
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. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933, as amended (the "Securities Act").
3
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------ ---------------------------------------
The following documents filed with the Commission by Fonix Corporation (the
"Company") are incorporated herein by reference:
(a) The Company's Annual Report on Forms 10-K and 10-K/A for the fiscal
year ended December 31, 1997;
(b) The Company's Current Report on Form 8-K as filed on February 3, 1998;
(c) The Company's Current Report on Form 8-K as filed on February 17, 1998;
(d) The Company's Current Report on Form 8-K as filed on March 2, 1998;
(e) Amendment No. 1 on Form 8-K/A as filed on March 5, 1998;
(f) The Company's Current Report on Form 8-K as filed on March 30, 1998;
(g) Amendment No. 1 on Form 8-K/A as filed on May 21, 1998;
(h) The Company's Current Report on Form 8-K as filed on September 17,
1998;
(i) The Company's Current Report on Form 8-K as filed on November 13, 1998;
(j) Amendment No. 1 on Form 8-K/A as filed on November 16, 1998;
(k) The Company's Current Report on Form 8-K as filed on January 7, 1999;
(l) The Company's Quarterly Report on Forms 10-Q and 10-Q/A for the
quarter ended March 31, 1998;
(m) The Company's Quarterly Report on Forms 10-Q and 10-Q/A for the
quarter ended June 30, 1998;
(n) The Company's Quarterly Report on Forms 10-Q and 10-Q/A for the
quarter ended September 30, 1998; and
(o) Description of the class of securities of the Company to be offered,
(incorporated by reference to the Registration Statement of the Company
previously filed, pursuant to which the class of Common Stock of the Company was
registered under the Securities Exchange Act of 1934, as amended).
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement 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.
II-1
<PAGE>
Item 4. Description of Securities.
- ------ -------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------ --------------------------------------
The law firm of Durham, Jones & Pinegar, P.C. (the "Firm"), Salt Lake City,
counsel to the Company, has rendered an opinion attached as an exhibit hereto
with respect to the legality of the shares of Common Stock to be registered
herein. Two members of the firm, Messrs. Jeffrey Jones and Kevin Pinegar, as
individuals, collectively own approximately 9,850 shares of Common Stock of the
Company.
Item 6. Indemnification of Directors and Officers.
- ------ -----------------------------------------
Section 145 of the General Corporation Law of Delaware, together with
Article VII, Section 7, of the Bylaws of the Company, provide for
indemnification of the Company's directors, officers, employees, fiduciaries or
agents, subject to the Company's determination in each instance that
indemnification is in accordance with the standards set forth in the General
Corporation Law and in the Bylaws. The Company may purchase and maintain
liability insurance on behalf of a person who is or was a director, officer,
employee, fiduciary, or agent of the Company against liability asserted against
or incurred by him or her in that capacity or arising from his or her status as
a director, officer, employee, fiduciary, or agent, whether or not the Company
would have power to indemnify him or her against the same liability under the
provisions of the Bylaws. See Article VII, Section 7 of the Company's Bylaws,
which is incorporated herein by reference and which qualifies the foregoing
summary statement.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
- ------ -----------------------------------
Not applicable.
Item 8. Exhibits.
- ------ --------
4(a) -- 1998 Stock Option and Incentive Plan of Fonix Corporation
(the "1998 Plan")(incorporated by reference to the Company's
Preliminary Proxy Statement initially filed June 2,1998).
4(b) -- Form of Consulting Agreement ("Consulting Agreement")
between the Company and certain consultants to the Company,
pursuant to which consultants receive Common Stock and/or
warrants to purchase Common Stock of the Company.
4(c) -- Form of Option Agreement between the Company and certain
employees of the Company.
5 -- Opinion of Durham, Jones & Pinegar, P.C. regarding validity
of Common Stock issuable pursuant to the 1998 Stock Option
and Incentive Plan.
23(a) -- Consent of Arthur Andersen LLP.
23(b) -- Consent of Deloitte & Touche LLP.
23(c) -- Consent of Pritchett, Siler & Hardy, P.C.
II-2
<PAGE>
23(d) -- Consent of Durham, Jones & Pinegar, P.C. (included in the
opinion filed as Exhibit 5 to this Registration Statement).
Item 9. Undertakings.
- ------ ------------
(a) The undersigned Company 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;
(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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company 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, 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 Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company'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 the
time shall be deemed to be the initial bona fide offering thereof.
(c) 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 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 indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of
II-3
<PAGE>
any action, suit or proceeding) is asserted by such 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 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all 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 Salt Lake City, State of Utah, on March 18, 1999.
FONIX CORPORATION
By
/s/ Douglas L. Rex
------------------------
Douglas L. Rex
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Douglas L. Rex, his attorney-in-fact,
with the power of substitution, for him and in any and all capacities, to sign
any and all amendments to this Registration Statement (including post effective
amendments), and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact or his substitute or
substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Stephen M. Studdert Chairman of the Board March 18, 1999
- ------------------------
Stephen M. Studdert of Directors
/s/ Thomas A. Murdock CEO and Director March 18, 1999
- -----------------------
Thomas A. Murdock (Principal Executive
Officer)
/s/ Roger D. Dudley Executive Vice President March 18, 1999
- -----------------------
Roger D. Dudley and Director
II-5
<PAGE>
/s/ Joseph Verner Reed Director March 18, 1999
- ------------------------
Joseph Verner Reed
/s/ Rick D. Nydegger Director March 18, 1999
- ------------------------
Rick D. Nydegger
/s/ John A. Oberteuffer Director March 18, 1999
- ------------------------
John A. Oberteuffer, Ph.D.
/s/ Douglas L. Rex Chief Financial March 17, 1999
- ------------------------
Douglas L. Rex Officer
II-6
<PAGE>
EXHIBIT INDEX
-------------
Exhibits
- --------
4(a) -- 1998 Stock Option and Incentive Plan of Fonix Corporation (the "1998
Plan")(incorporated by reference to the Company's Preliminary Proxy
Statement initially filed June 2, 1998).
4(b) -- Form of Consulting Agreement ("Consulting Agreement") between the
Company and certain consultants to the Company, pursuant to which
consultants receive Common Stock and/or warrants to purchase Common
Stock of the Company.
4(c) -- Form of Option Agreement between the Company and certain employees of
the Company.
5 -- Opinion of Durham, Jones & Pinegar, P.C. regarding validity of Common
Stock issuable pursuant to the Consulting Agreement.
23(a) -- Consent of Arthur Andersen LLP.
23(b) -- Consent of Deloitte & Touche LLP.
23(c) -- Consent of Pritchett, Siler & Hardy, P.C.
23(d) -- Consent of Durham, Jones & Pinegar, P.C. (included in the opinion
filed as Exhibit 5 to this Registration Statement).
<PAGE>
, 1999
----------------------
- ------------------------
- ------------------------
- ------------------------
Re: Receivable Financing for Fonix Corporation
Accounts Receivable
-------------------------------
Dear
-------------------
Fonix Corporation (the "Company") appreciates your advice, counsel and work
in connection with the structuring of relationships between the Company and
various institutional lenders willing to provide receivable financing for the
contracts. As agreed, your fee will be paid in the
- -----------------------
form of shares of unrestricted common stock of the
-----------------------
Company. We will promptly instruct our counsel to make the necessary filings to
have the shares issued as soon as possible.
Thank you again for your help and assistance.
Respectfully,
Roger D. Dudley
Executive Vice President
Accepted and Agreed to:
- ------------------------
- ------------------------
<PAGE>
FONIX CORPORATION
EMPLOYEE STOCK OPTION AGREEMENT
(1998 Stock Option and Incentive Plan)
Participant: _______________________
Date of Grant: February ___, 1999
Number of Covered Shares: __________
Exercise Price Per Share: $1.53
This Stock Option Agreement ("Agreement") is entered into as of the
___ day of February, 1999, between Fonix Corporation, a Delaware corporation
(the "Company"), and _________________ ("Optionee").
WHEREAS, the Company has adopted the Fonix Corporation Revised 1998
Stock Option and Incentive Plan (the "Plan") and has approved the granting to
certain officers and key employees of the Company nonqualified stock options to
purchase common stock of the Company, par value $.0001 per share ("Common
Stock"); and
WHEREAS, Optionee is employed by the Company as a key employee, and
the Company desires that Optionee remain in such employ and desires to secure or
increase Optionee's stock ownership of the Company in order to increase
Optionee's incentive and personal interest in the welfare of the Company.
NOW, THEREFORE, in consideration of the premises, covenants and
agreements hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
have agreed and do hereby agree as follows:
1. Grant of Options. The Company hereby grants to Optionee options
----------------
(the"Options") to purchase all or any part of an aggregate amount of
______________ (_______) shares of the Common Stock of the Company at a purchase
price of $1.53 per share, on the terms and conditions hereinafter set forth.
2. Term of Options. Except as otherwise provided in Section 4
---------------
below, the Options shall vest and become exercisable as of the date hereof, and
shall remain exercisable until ten (10) years after the date of this Agreement,
at which time the Options shall terminate and not be exercisable thereafter.
3. Exercise of Options. The Options or any portion thereof may be
-------------------
exercised by Optionee paying the purchase price of any shares with respect to
which the Options are being exercised by cash, certified check, bank draft or
postal or express money order. Except as otherwise provided by the Plan
Committee before the Option is exercised, (i) all or a portion of the Exercise
Price may be paid by Optionee by delivery of shares of Common Stock owned by
Optionee and acceptable to the Committee having an aggregate Fair Market Value
(as of the date of exercise) that is equal to the amount of cash that would
otherwise be required; and (ii) Optionee may pay the Exercise Price by
authorizing a third party to sell shares of Stock (or a
<PAGE>
sufficient portion of the shares) acquired upon exercise of the Option and remit
to the Company a sufficient portion of the sale proceeds to pay the entire
Exercise Price and any tax withholding resulting from such exercise. In each
case Optionee's payment shall be delivered with a written notice of exercise
which shall:
a. State the number of shares being exercised, the name,
address and social security number of each person for whom the stock certificate
or certificates for such shares of the Common Stock are to be registered;
b. Contain any representations and agreements as to
Optionee's investment intent with respect to the shares exercised as may be
necessary and satisfactory to the Company's counsel; and
c. Be signed by the person or persons entitled to exercise
the Options and, if the Options are being exercised by any person or persons
other than Optionee, be accompanied by proof satisfactory to counsel for the
Company of the right of such person or persons to exercise the Options.
As a condition to the exercise of the Options, the Company may
require the person exercising the Options to make any representation and
warranty to the Company that may be required by any applicable law or
regulation.
4. Termination of Employment or Death.
----------------------------------
a. In the event Optionee's employment shall terminate on
account of death, the Options held by Optionee, to the extent exercisable
through the date of death, may be exercised by a person who acquires the right
to exercise the Options, provided such exercise occurs within both the remaining
effective term of the Options and one year after the Optionee's death.
b. In the event Optionee's employment shall terminate on
account of retirement or permanent disability (as defined in the Plan), the
Options held by Optionee, to the extent exercisable through the date of such
retirement or disability, may be exercised by Optionee, provided such exercise
occurs within both the remaining effective term of the Options and three years
from the date of termination of employment.
c. In the event Optionee's employment shall terminate on
account of resignation, discharge not "for cause" (as defined below), or
expiration of elected term, Optionee may exercise the Options within both the
remaining effective term of the Options and three months from the date of
termination.
d. In the event Optionee's employment shall terminate on
account of discharge for cause, no exercise period shall exist and Optionee
shall forfeit the Options as of the date of termination.
2
<PAGE>
e. To the extent not then exercisable in accordance with
this Section, the Options shall terminate on the date Optionee's employment
terminates with the Company.
f. For purposes of this Agreement, termination of
employment shall be considered to occur when an employee is no longer an
employee of the Company or any Subsidiary. Whether an authorized leave of
absence or absence on military or government service shall constitute
termination of employment for purposes of this Plan shall be determined by the
Committee. Retirement shall be considered to mean retirement pursuant to any
applicable retirement plan of the Company or any of its Subsidiaries.
Termination "for cause" shall mean willful misconduct or dishonesty or
conviction of or failure to contest prosecution for a felony, or excessive
absenteeism unrelated to illness. The Options, to the extent exercisable after
death of Optionee, may be exercised by Optionee's personal representatives.
5. Transfer of Options. Unless the Company, upon advice of its
-------------------
securities counsel, directs otherwise, the Options may not be assigned or
transferred in any manner except upon the death of Optionee by will or by the
laws of descent and distribution. During the lifetime of Optionee, the Options
shall be exercisable only by Optionee.
6. Reservation of Shares. The Company, during the term hereof,
---------------------
will at all times reserve and keep available, and will seek or obtain from any
regulatory body having jurisdiction any requisite authority in order to issue
and sell such number of shares of its Common Stock as shall be sufficient to
satisfy the requirements hereof. The inability of the Company to obtain from
any regulatory body having jurisdiction the authority deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any shares of stock
hereunder shall relieve the Company of any liability in respect of the
nonissuance or sale of such stock as to which such requisite authority shall not
have been obtained.
7. Withholding of Taxes. The Options may not be exercised unless
--------------------
Optionee has paid or has made provision satisfactory to the Company for payment
of, federal, state and local income taxes, or any other taxes (other than stock
transfer taxes) which the Company may be obligated to collect as a result of the
issue or transfer of Common Stock upon such exercise of the Options. In its
sole discretion, and at the request of Optionee, the Company may permit Optionee
(other than an Optionee who would be subject to Section 16(b) of the Exchange
Act) to satisfy the obligation imposed by this Section, in whole or in part, by
instructing the Company to withhold up to that number of shares otherwise
issuable to Optionee with a fair market value equal to the amount of tax to be
withheld.
8. Mergers, Reorganizations, and Certain Other Changes. In the
---------------------------------------------------
event of the Company's liquidation, reorganization, separation, merger or
consolidation into, or acquisition of property or stock by another corporation,
or sale of substantially all assets to another corporation, the rights of
Optionee with respect to the Options granted hereunder shall be governed by the
Plan Committee, as provided in Section 9.12 (i) of the Plan.
9. Antidilution. The aggregate number of shares of Common Stock
------------
available for issuance under the Options, and the price per share, shall all be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock subsequent to the date
3
<PAGE>
of this Agreement resulting from a recapitalization, reorganization, merger,
consolidation or similar transaction as provided in the Plan.
10. No Rights as a Stockholder. Optionee or a permitted transferee
--------------------------
of the Options shall have no rights as a stockholder with respect to any shares
covered by the Options until the date as of which stock is issued following
exercise of such Options. Except as provided in this Agreement, no adjustment
shall be made for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or any other distributions for which the record
date is prior to the date as of which such stock is issued.
11. No Employment Rights. This Agreement is not an employment
--------------------
agreement or contract and does not grant any employment rights to Optionee.
12. Other Provisions. The Company may, as a condition precedent to
----------------
the exercise of the Options, require Optionee (including, in the event of
Optionee's death, his legal representatives, legatees or distributees) to enter
into such agreements or to make such representations as may be required to make
lawful the exercise of the Options and the ultimate disposition of the shares
acquired by such exercise.
13. Notices. Any notice which either of the parties hereto is
-------
required or permitted to give to the other must be in writing and may be given
by personal delivery or by mailing the same by registered or certified mail,
return receipt requested, to the party to which or to whom the notice is
directed, at the address each party designates in writing. Any notice mailed to
such address shall be effective when deposited in the mail, duly addressed and
postage prepaid, notwithstanding failure by the addressee thereof to receive the
mailed notice.
14. Governing Law. All transactions contemplated hereunder and all
-------------
rights of the parties hereto shall be governed as to validity, construction,
enforcement and in all other respects by the laws and decisions of the State of
Utah.
15. Titles. The titles of the sections of this Agreement are
------
inserted only as a matter of convenience and for reference, and in no way
define, limit or describe the scope of this Agreement or the intent of any
provisions hereof.
16. Amendment. This Agreement shall not be modified or amended
---------
except by written agreement signed by all of the parties hereto.
17. Attorney's Fees and Costs of Enforcement. If any party to this
----------------------------------------
Agreement shall incur any costs resulting from enforcement of this Agreement,
the defaulting party shall be liable to the prevailing party for such costs.
Costs, as used herein, shall include costs of enforcement, interpretation, or
collection, including without limitation, reasonable attorney's fees, court
costs, collection charges, travel and other related or similar expenses.
18. Severability of Provisions. Any provision of this Agreement
--------------------------
which is invalid, prohibited, or unenforceable in any jurisdiction, shall not
invalidate the remainder of the provision or the remaining provisions of the
Agreement.
4
<PAGE>
19. Entire Agreement. Subject to the Plan, a copy of which in its
----------------
present form is available from the Secretary of the Company, this Agreement
contains all of the representations, declarations and statements from either
party to the other and expresses the entire understanding between the parties
with respect to the transactions provided for herein. All prior memoranda,
letters, statements and agreements concerning this subject matter, if any, are
merged in and replaced by this Agreement.
20. Pronouns, Number and Gender. Wherever necessary to implement
---------------------------
the intent of the parties hereto, references herein to the singular shall be
interpreted as the plural, and vice versa, and the feminine, masculine or neuter
gender shall be treated as one of the other genders.
21. Binding Effect. This Agreement shall be binding upon and shall
--------------
inure to the benefit of the parties hereto and their respective legal
representatives, successors and assigns.
22. Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which may be deemed an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed the day and year first above written.
FONIX CORPORATION
By:
________________________
Its:
_______________________
OPTIONEE
_______________________________
__________________
5
<PAGE>
DURHAM, JONES & PINEGAR, P.C.
50 South Main Street, Suite 850
Salt Lake City, Utah 84144
March 18, 1999
Fonix Corporation
Eagle Gate Tower, Suite 1225
60 East South Temple Street
Salt Lake City, Utah 84111
Re: Registration Statement on Form S-8 relating to Fonix Corporation
1998 Stock Option and Incentive Plan (the "Plan")
Dear Sirs:
We have acted as counsel for Fonix Corporation, a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of an aggregate of up to 10,000,000 shares of the
Company's Common Stock, par value $.0001 per share (the "Shares"), which may be
issued to directors, officers and key consultants of the Company pursuant to the
terms of the Plan.
In connection with the foregoing, we have examined originals or copies,
certified or otherwise authenticated to our satisfaction, of such corporate
records of the Company and other instruments and documents as we have deemed
necessary as a basis for the opinion hereinafter expressed.
Based upon the foregoing and in reliance thereon, it is our opinion that the
Shares described in the above-referenced Registration Statement, when issued
pursuant to the terms of the Plan, will be validly issued, fully paid and non-
assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in the Registration Statement and the
prospectus to be delivered thereunder. In giving this consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Sincerely,
DURHAM, JONES & PINEGAR, P.C.
/s/ DURHAM, JONES & PINEGAR, P.C.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated April
8, 1998 included in Fonix Corporation's Form 10-K for the year ended
December 31, 1997 and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Salt Lake City, Utah
March 11, 1999
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
fonix/tm/ corporation on Form S-8 of our report dated March 28, 1997, appearing
in and incorporated by reference in the Annual Report on Form 10-K of
fonix/tm/ corporation for the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
Salt Lake City, Utah
March 11, 1999
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference into the accompanying
registration statement on Form S-8, of our report dated March 4, 1996, relating
to the December 31, 1995 financial statements of Fonix Corporation, appearing in
the annual report of Fonix Corporation on Form 10-K for the year ended
December 31, 1997.
/s/ Pritchett, Siler & Hardy, P.C.
PRITCHETT, SILER & HARDY, P.C.
(formerly Peterson, Siler & Stevenson, P.C.)
Salt Lake City, Utah
March 18, 1999
