<PAGE>
As filed with the Securities and Exchange Commission on November 4, 1999,
Registration No. _____________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------------
ZIXIT CORPORATION
(Exact name of registrant as specified in its charter)
Texas 75-2216818
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
Steve M. York
One Galleria Tower
One Galleria Tower 13355 Noel Road, Suite 1555
13355 Noel Road, Suite 1555 Dallas, Texas 75240-6604
Dallas, Texas 75240-6604 (972) 702-7055
(Address, including zip code, (Name, address, including zip code,
of principal executive offices) and telephone number, including area
code, of agent for service)
ZIXIT CORPORATION 1999 DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
-----------------------------------
Calculation of Registration Fee
<TABLE>
<CAPTION>
====================================================================================================
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered (1) share (2) price (2) fee (2)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 750,000 Shares $36.06 $23,210,022 $6,452
====================================================================================================
</TABLE>
(1) Securities being registered consist of 750,000 shares issuable upon
exercise of options under the ZixIt Corporation 1999 Directors' Stock
Option Plan (the "1999 Plan") as of November 4, 1999, and, pursuant to Rule
416 of the Securities Act of 1933, as amended (the "Securities Act"), any
additional shares of Common Stock that may be issuable pursuant to the
anti-dilution provisions of the 1999 Plan.
(2) Estimated solely for the purpose of calculating the registration fee. The
registration fee has been calculated in accordance with Rules 457(c) and
457(h) under the Securities Act on the basis of, (a) in the case of 150,924
shares registered with respect to options outstanding under the 1999 Plan
with an aggregate exercise price of $1,607,341, the price at which the
options may be exercised, which is $10.65 per share; and (b) in the case of
599,076 shares registered with respect to shares that remain available for
grant under the 1999 Plan on the date of filing this Registration
Statement, the average of the high and low prices of the Common Stock as
quoted on the NASDAQ National Market System on October 28, 1999, which was
$36.06.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents are hereby incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, which contains audited financial statements of the
Registrant for the Registrant's last completed fiscal year.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999 and June 30, 1999.
(c) A description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, filed with the Commission on
September 25, 1989, including any amendment or report filed for the purpose of
updating such description.
(d) All reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the Annual Report referred to in (a)
above.
All reports or other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which de-registers 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 reports and
documents.
Any statement contained herein or in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated herein by reference modifies or
supersedes such earlier statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by the Texas Business Corporation Act, the Registrant's
Articles of Incorporation provide that directors of the Registrant shall not be
personally liable to the Registrant or its shareholders for monetary damages for
breach of fiduciary duty as a director, except for liability for (i) any breach
of the director's duty of loyalty to the Registrant or its shareholders, (ii)
any act or omission not in good faith or which involves intentional misconduct
or a knowing violation of law, (iii) any transaction from which the director
derived any improper personal benefit, (iv) any act or omission where the
liability of the director is expressly provided by statute, or (v) any act
related to an unlawful stock repurchase or payment of a dividend. In addition,
the Registrant's Articles of Incorporation and Bylaws include certain provisions
permitted by the Texas Business Corporation Act whereby directors, officers,
employees, and agents of the Registrant generally are to be indemnified against
certain liabilities to the fullest extent authorized by the Texas Business
Corporation Act.
2
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of Hughes & Luce, L.L.P. as to the validity of the
securities being registered.
23.1 Consent of Hughes & Luce, L.L.P. (included in its opinion filed as
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included in Part II of this Registration
Statement).
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;
(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) shall 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 Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act 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 that 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, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6 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 and is, therefore, unenforceable. In the
3
<PAGE>
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on November 4, 1999.
ZIXIT CORPORATION
By: /s/ Steve M. York
--------------------------------------
Steve M. York
Senior Vice President, Chief Financial
Officer and Treasurer
4
<PAGE>
POWER OF ATTORNEY
Each of the undersigned hereby appoints David P. Cook and Steve M. York,
and each of them acting individually, as his true and lawful attorneys-in-fact
and agents, with full power of substitution, for and in the name, place and
stead of the undersigned, in any and all capacities to sign and file with the
Securities and Exchange Commission under the Securities Act of 1933, any and all
amendments and exhibits to this Registration Statement and any and all
applications, instruments and other documents to be filed with the Securities
and Exchange Commission pertaining to the registration of the securities covered
hereby or the transactions contemplated herein.
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.
Signature Title Date
--------- ----- ----
/s/ DAVID P. COOK President and Chief October 29, 1999
- --------------------------- Executive Officer and
(David P. Cook) Director (Principal Executive
Officer)
/s/ STEVE M. YORK Senior Vice President, October 29, 1999
- --------------------------- Chief Financial Officer,
(Steve M. York) and Treasurer (Principal
Financial and Accounting
Officer)
/s/ MICHAEL E. KEANE Director October 29, 1999
- ---------------------------
(Michael E. Keane)
/s/ JAMES S. MARSTON Director October 29, 1999
- ---------------------------
(James S. Marston)
/s/ JACK L. MARTIN Director October 29, 1999
- ---------------------------
(Jack L. Martin)
/s/ ANTONIO R. SANCHEZ, JR. Director October 29, 1999
- ---------------------------
(Antonio R. Sanchez, Jr.)
/s/ DR. BEN G. STREETMAN Director October 29, 1999
- ---------------------------
(Dr. Ben G. Streetman)
/s/ MARK A. TEBBE Director October 29, 1999
- ---------------------------
(Mark A. Tebbe)
5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
5.1* Opinion of Hughes & Luce, L.L.P. as to the validity of the securities
being registered.
23.1 Consent of Hughes & Luce, L.L.P. (included in its opinion filed as
Exhibit 5.1).
23.2* Consent of Ernst & Young LLP.
24.1 Power of Attorney (included in Part II of this Registration
Statement).
- ------------------------------
*Filed electronically herewith.
6
<PAGE>
EXHIBIT 5.1
[HUGHES & LUCE, L.L.P. LETTERHEAD APPEARS HERE]
November 1, 1999
ZixIt Corporation
One Galleria Tower
13355 Noel Road
Suite 1555
Dallas, Texas 75240-6604
Ladies and Gentlemen:
We have acted as special counsel to ZixIt Corporation, a Texas
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 750,000 shares of the
Company's common stock, par value $.01 per share (the "Common Stock"), issuable
upon exercise of options ("Options") granted under the ZixIt Corporation 1999
Directors' Stock Option Plan (the "Plan") referenced in the Registration
Statement of the Company on Form S-8 (the "Registration Statement") filed with
the Securities and Exchange Commission.
In rendering this opinion, we have examined and relied upon executed
originals, counterparts or copies of such documents, records and certificates
(including certificates of public officials and officers of the Company) as we
considered necessary or appropriate for enabling us to express the opinions set
forth herein. In all such examinations, we have assumed the authenticity and
completeness of all documents submitted to us as originals and the conformity to
originals and completeness of all documents submitted to us as photostatic,
conformed, notarized or certified copies.
Based on the foregoing, we are of the opinion that such shares of Common
Stock issuable upon exercise of Options granted under the Plan have been duly
authorized and, if and when issued and paid for in full in accordance with the
terms of the Options, will be validly issued, fully paid and nonassessable.
This opinion may be filed as an exhibit to the Registration Statement.
In giving this consent, we do not admit that we are included in 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.
Very truly yours,
/s/ Hughes & Luce, L.L.P.
<PAGE>
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8, pertaining to the ZixIt Corporation 1999 Directors' Stock Option Plan
of our report dated March 29, 1999, with respect to the consolidated financial
statements of ZixIt Corporation (formerly CustomTracks Corporation) included in
its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Dallas, Texas
November 1, 1999
