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As filed with the Securities and Exchange Commission on February 29, 2000.
Registration No. 33-____.
- --------------------------------------------------------------------------------
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 (I.R.S. 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)
AMTC CORPORATION STOCK OPTION AGREEMENT
(Full title of the plan)
------------------------
Calculation of Registration Fee
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Title of each class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to be Offering Price Aggregate Registration
to be Registered Registered(1) per Share Offering Price Fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value 4,000,000 Shares $7.00 $28,000,000 $7,392
- --------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers an indeterminate
additional amount of shares of Common Stock to be offered or sold pursuant
to the antidilution provisions in the Stock Option Agreement.
<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 latest Annual Report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which contains audited financial statements of the Registrant for the
Registrant's latest fiscal year end.
(b) All reports filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Exchange Act, since the end of the fiscal year covered by the Annual
Report referred to in (a) above.
(c) A description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, filed with the Securities and
Exchange Commission on September 21, 1989, including any amendment or report
filed for the purpose of updating such description.
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 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 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.
Hughes & Luce, L.L.P., Dallas, Texas, has given an opinion as to the
validity of the Common Stock being registered hereby. As of February 28, 2000,
members of Hughes & Luce, L.L.P. owned a total of approximately 150,000 shares
of the Registrant's Common Stock.
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<PAGE>
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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 AMTC Corporation Stock Option Agreement, effective as of April 29,
1998, between the Registrant and David P. Cook (incorporated by reference from
Exhibit 10.1 to the Registrant's Report on Form 10-Q for the quarter ended June
30, 1998).
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;
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<PAGE>
(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 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, 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 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 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 February 29, 2000.
ZIXIT CORPORATION
By: /s/ STEVE M. YORK
---------------------------
Steve M. York
Senior Vice President, Chief Financial
Officer and Treasurer
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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, Chief February 28, 2000
- --------------------------- Executive Officer and
(David P. Cook) Director (Principal Executive
Officer)
/s/ Steve M. York Senior Vice President, February 28, 2000
- --------------------------- Chief Financial Officer
(Steve M. York) and Treasurer (Principal
Financial and Accounting
Officer)
/s/ Michael E. Keane Director February 28, 2000
- ---------------------------
(Michael E. Keane)
/s/ James S. Marston Director February 28, 2000
- ---------------------------
(James S. Marston)
/s/ Jack L. Martin Director February 28, 2000
- ---------------------------
(Jack L. Martin)
/s/ Antonio R. Sanchez, Jr. Director February 25, 2000
- ---------------------------
(Antonio R. Sanchez, Jr.)
/s/ Ben G. Streetman Director February 28, 2000
- ---------------------------
(Dr. Ben G. Streetman)
Director February __, 2000
- ---------------------------
(Mark A. Tebbe)
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INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
4.1 AMTC Corporation Stock Option Agreement, effective as of April 29,
1998, between the Registrant and David P. Cook (incorporated by
reference from Exhibit 10.1 to the Registrant's Report on Form 10-Q
for the quarter ended June 30, 1998).
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.
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EXHIBIT 5.1
[HUGHES & LUCE, L.L.P. LETTERHEAD APPEARS HERE]
February 28, 2000
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 4,000,000 shares of the Company's common stock,
par value $.01 per share (the "Common Stock"), issuable upon exercise of options
("Options") granted under the AMTC Corporation Stock Option Agreement, dated
April 29, 1998, as amended on February 18, 2000, between the Company and David
P. Cook (the "Stock Option Agreement") 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 Stock Option Agreement
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. We
also consent to the reference to this firm as having passed on the validity of
such shares of Common Stock under Item 5 of Part II of 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.
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EXHIBIT 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the AMTC Corporation Stock Option Agreement of our report
dated March 29, 1999, with respect to the consolidated financial statements of
ZixIt 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
Ernst & Young LLP
Dallas, Texas
February 28, 2000
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