As Filed with the Securities and
Exchange Commission on June 26, 1998
No. 33-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
DIGITRAN SYSTEMS, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 72-0861671
(State of Incorporation) (I.R.S. Employer
Identification No.)
2167 North Main
P.O. Box 6310
North Logan, Utah 84341-6310
(Address of Principal Executive Offices)
One (1) Professional Services Agreement, One (1) Fee Agreement, and One
(1) Consulting Agreement (Full Title of the Plans)
Copy to:
Loretta Trevers Gary L. Blum, Esq.
2167 North Main Law Offices of Gary L. Blum
North Logan, Utah 84341-6310 3278 Wilshire Blvd., Suite 603
Telephone (435) 752-9067 Los Angeles, CA 90010
Facsimile (435) 752-5888 Telephone (213) 381-7450
(Name, Address and Telephone Facsimile (213) 384-1035
Number of Agent for Service)
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<S> <C> <C> <C> <C> <C>
CALCULATION OF REGISTRATION FEE
Title of Plan Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Aggregate Offering Registration
Share Fee
_______________ _______________ _______________ ________________ __________________ ____________
Professional Services Common Shares 100,000 [1] $ 0.687 $ 68,700 $ 23.69
Agreement
Fee Agreement Common Shares 20,000 [1] $ 0.687 $ 13,740 $ 4.74
Consulting Agreement Common Shares 30,000 [1] $ 0.687 $ 20,610 $ 7.11
Total 150,000 $ 103,050 $ 35.54
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This Registration Statement, including exhibits, consists of 15 sequentially
numbered pages. The Index to Exhibits appears on sequentially numbered page 8.
(Footnotes)
[1] Calculated pursuant to Rule 457(h).
[2] Shares subject to options previously granted pursuant to such
Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Item 2. Registrant Information
The information required by Items 1 and 2 of Part I are not filed as part of
this Registration Statement pursuant to the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of Digitran Systems, Incorporated (the
"Company"), previously filed with the Securities and Exchange Commission, are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended April
30, 1997;
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
above reference to the Company's Annual Report on Form 10-K.
In addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date of this Registration Statement, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
reregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
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Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law ("Delaware
Law") authorizes a court to award or a corporation's Board of Directors to grant
indemnification to directors and officers in terms sufficiently broad to permit
such indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended. The Registrant's Articles of Incorporation provide that the
Company's Directors shall not be liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director to the fullest
extent permitted by the Delaware General Corporation Law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the Index to Exhibits at Page 7 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 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, represents a fundamental
change in the information set forth in
the Registration Statement; and
(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 Registration
Statement is on Form S-3 or Form S-8 and
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 this
Securities Exchange Act of 1934 that are
incorporated by reference in the
Registration Statement.
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(2) 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 at the 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 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 the 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
Company pursuant to the foregoing provisions
described under Item 6 above, 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 of 1933 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 any action,
suit or proceeding) is asserted against the Company
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 of 1933 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 Logan, State of Utah on the 22nd , day of June, 1998.
Digitran Systems, Incorporated.
By: /s/ Loretta Trevers
Loretta Trevers
Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the 22nd , day of June, 1998.
SIGNATURE TITLE
/s/ Loretta Trevers Chairman of the Board,
Loretta Trevers Chief Executive Office and Director
/s/ Gary L. Blum Director
Gary L. Blum
/s/ Jamie Levy Director
Jamie Levy
/s/ Scott Lybbert Chief Financial Officer
Scott Lybbert
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
5.1 Opinion of Law Offices of Gary L. Blum 8
10.1 Professional Services Agreement 10
10.2 Fee Agreement 11
10.3 Consulting Agreement 13
23.1 Consent of Law Offices of Gary L. Blum 14
(Included in Exhibit 5.1)
23.2 Consent of Tanner + Co 15
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EXHIBIT 5.1
OPINION OF LAW OFFICES
OF GARY L. BLUM
June 16, 1998
Digitran Systems, Incorporated
2176 North Main
P.O. Box 6310
North Logan Utah 84341-6310
Re: Digitran Systems, Incorporated Registration Statement on Form S-8
Gentlemen:
We are acting as counsel for Digitran Systems, Incorporated, a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of the offering and sale of
up to 150,000 shares (the "Shares") of the Company's common stock of $.01 par
value. The Shares include 100,000 shares issuable pursuant to that certain
Professional Services Agreement granting stock to a Company employee or
consultant, 20,000 shares issuable pursuant to that certain Fee Agreement
granting stock to a Company employee or consultant, and 30,000 shares issuable
pursuant to that certain Consulting Agreement granting stock to a Company
employee or consultant. A Registration Statement on Form S-8 covering the Shares
(the "Registration Statement") is being filed under the Act with the Securities
and Exchange Commission.
In rendering the opinions expressed herein, we have reviewed
such matters of law as we have deemed necessary and have examined a copy of the
Professional Services Agreement, and such agreements, instruments, documents and
records as we have deemed relevant.
In rendering the opinions expressed herein, we have assumed
the genuineness and authenticity of all documents examined by us and of all
signatures thereon; the legal capacity of all natural persons executing such
documents; the conformity to original documents of all documents submitted to us
as certified or conformed copies or photocopies; and the completeness and
accuracy of the certificates of public officials examined by us. We have made no
independent factual investigation with regard to any such matters.
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Digitran Systems, Incorporated
June 16, 1998
Page 2
Based upon the foregoing, but subject to the limitations set
forth below, it is our opinion that the Shares will have been duly authorized
and, when issued and sold in accordance with the terms of the Professional
Services Agreement and with the terms of the Consulting Agreement, will have
been legally issued, fully paid and non-assessable.
The opinions expressed herein are limited to matters
involving the federal laws of the United States.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement.
Respectfully submitted,
Law Offices of Gary L. Blum
By: /s/ Gary L. Blum
Gary L. Blum, Esq.
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EXHIBIT 10.1
Professional Services Agreement
(between Registrant and Gary L. Blum)
Professional Services Agreement
This Agreement is made between Digitran Systems, Incorporated with its
place of business at 2176 North Main, North Logan, Utah, 84341-6310 (herein
referred to as "Client") and Gary L. Blum, Esq., with his place of business c/o
Law Offices of Gary L. Blum, 3278 Wilshire Boulevard, Suite 603, Los Angeles, CA
90212 (herein referred to as "Employee"), as of April 24, 1998. In consideration
of the mutual covenants contained herein and other valuable consideration, the
receipt and adequacy of which is acknowledged, the parties do hereby agree as
follows:
I. QUALIFICATION: The Employee has special skills and experience in
certain fields of activity in which the Client is interested.
II. SERVICES RENDERED: Client engaged the nonexclusive services of
Employee for the period of January 1, 1995 through April 24, 1998,
and Employee has rendered substantial services to Client over the
period as agreed upon.
III. COMPENSATION: The Client shall grant to Employee as of the date of
this Agreement, an amount of 100,000 restricted shares of the
Client's common stock. This grant of shares is considered earned
to Employee as of April 24, 1998. Client shall register such
shares with the Securities and Exchange Commission on Form S-8 as
soon as is practical.
IV. ENTIRE AGREEMENT: This document represents the complete agreement
between parties and may be modified or amended only by duly
executed written agreements. This Agreement shall be construed in
accordance with the laws of the State of California.
IN WITNESS WHEREOF: The parties hereto have duly executive this
Agreement as of the day and year noted above.
"Client" "Employee"
Digitran Systems, Incorporated Gary L. Blum, Esq.
By /s/ Loretta Trevers By /s/ Gary L. Blum
Its: President Its:
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EXHIBIT 10.2
Fee Agreement
(between Registrant and Jason Landess)
Fee Agreement
This Agreement, made and entered into this 30th day of April, 1998, at Las
Vegas, Clark County, Nevada, by and between Digitran Systems, Incorporated
(hereinafter referred to as "Client") and Jason G. Landess (hereinafter referred
to as "Attorney").
WITNESSETH:
WHEREAS, Client wishes to retain Attorney for the purpose of rendering
general business legal advice for Client's business (hereinafter referred to as
"Services"); and
WHEREAS, in consideration of Services rendered and to be rendered by
Attorney to Client, client retains Attorney to perform said Services.
NOW THEREFORE, it is agreed by and between the parties as follows:
1. In consideration of Attorney undertaking to represent Client in connection
with the Services, Client agrees that the compensation for said Services
shall be as follows: Client agrees to pay to Attorney the initial retainer
sum of 20,000 shares of S-8 (unrestricted) stock in Digitran Systems,
Incorporated. The stock certificate(s) for these shares shall show the
owner as Jason G. Landess and shall be delivered directly to Jason G.
Landess at 6600 W. Charleston Blvd., Suite 118, Las Vegas, Nevada 89102.
Thereafter, beginning on August 1, 1998, Client agrees to pay Attorney his
normal hourly rate of $250.00 per hour for any Service provided after that
date.
2. This Agreement shall be for an indefinite period of time. However, this
Agreement may be cancelled by any party upon thirty (30) days written
notice to the other party.
3. In addition to the payments referred to in Paragraph 1, Client shall be
responsible for the payment of all costs and expenses incurred in
connection with the Services (including, but not limited to, filing fees,
deposition fees, fees for process servers, travel expenses, expert witness
fees, photocopy charges and postage) as incurred in the normal course of
doing business. Attorney shall bill these costs on a monthly basis and
Client agrees to immediately reimburse Attorney for said costs and
expenses.
4. Client agrees to pay the amounts referred to in Paragraphs 1 and 2 and in a
timely manner. Should Client fail to pay said amounts within thirty (30)
days from the due date thereof, Client acknowledges and agrees that
Attorney may immediately withdraw from representation of Client in all
matters and cease providing Services. Interest shall be charged on any
unpaid amounts over thirty (30) days past due at the rate of 1.5% per
month.
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5. Client agrees to keep Attorney advised of Client's whereabouts at all times
and , in the event of litigation, to cooperate in the preparation and trial
of the case, to appear on reasonable notice for depositions and court
appearances, and to comply with all reasonable requests made of Client in
connection with the preparation and presentation of this case.
6. Client agrees and acknowledges that no representations have been made by
Attorney regarding the successful termination of any matter or as to what
amounts, if any, Client may be entitled to recover or pay to any other
party, and all expressions relative thereto are matters of Attorney's
opinion only.
7. Client understands and agrees that all amounts recovered and received on
Client's behalf are to be placed in Attorney's trust account upon
collection thereof, and Client hereby appoints Attorney as client's
attorney-in-fact and hereby grants Attorney power of attorney for the
specific and limited purpose only of endorsing Client's name to all drafts
for deposit into Attorney's trust account.
8. Client hereby grants Attorney a lien upon all causes of action in which
Client is represented by Attorney or any proceeds recovered therefrom or
otherwise for Attorney's fees and advances, and client specifically
authorizes Attorney to retain Attorney's fees from the total amount
recovered and withdraw the same from Attorney's trust account upon receipt
of said funds, and to pay all advances and costs of suit to Attorney our of
any proceeds recovered and deposited into Attorney's trust account.
9. In the event there is a dispute regarding this Agreement, it shall be
governed by Nevada law. Should litigation arise in regard to this
Agreement, the prevailing party shall be entitled to costs and the
attorney's fees actually incurred. The term "prevailing party" as used in
this paragraph means that party that is entitled to recover costs of the
suit.
IN WITNESS WHEREOF, we, the undersigned, have executed this Agreement the
day and year first written above.
JASON G. LANDESS DIGITRAN SYSTEMS, INCORPORATED
By /s/ Jason G. Landess By /s/ Loretta Trevers
Jason G. Landess Loretta Trevers, CEO/President
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EXHIBIT 10.3
Consulting Agreement
(between Registrant and Jack Schatz)
Contract Date: April 30, 1998
Contract consultant agreement between Digitran, Inc., located at 2176 North Main
Street, North Logan, Utah 84341 and Jack Schatz of Corporate Concepts, Ltd. of
260 Fifth Avenue, New York, New York, 10001.
Jack Schatz agrees to:
1. Write a marketing plan which will include all information
needed for investors to be assured of the intent and
professionalism of the marketing effort to be mounted in
support of the Truck Learning Centers.
2. Produce a computer-generated presentation based on the written
version of the approved marketing plan.
3. Make recommendation for market support tools needed, such as
videos, brochures, Trade show booth designs, etc. Any approval
and follow through of production of such tools will be
determined as needed and will fall under a separate contract.
Digitran, Inc. agrees to compensate Jack Schatz for the above described services
by issuing Digitran Systems, Incorporated common stock in the amount of 30,000
shares and approval travel expenses.
This contract will expire upon completion of the approved marketing plan,
computer-generated presentation and the recommendations for the marketing
support tools.
/s/ Jack Schatz
Jack Schatz, Corporate Concepts, Ltd.
/s/ Loretta Trevers
Loretta Trevers, Digitran, Inc.
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EXHIBIT 23.1
CONSENT OF LAW OFFICES OF GARY L. BLUM
(INCLUDED IN EXHIBIT 5.1)
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EXHIBIT 23.2
CONSENT OF TANNER + CO
CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of our report dated November 19, 1997, which
appears in the Annual Report on Form 10-K of Commodore Applied Technologies,
Inc. and subsidiaries for the year ended April 30, 1997 , and to the reference
of our firm under the caption "Experts" in the Prospectus.
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