<PAGE>
As filed with the Securities and Exchange Commission on October 20, 1999
Reg. No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
AMENDMENT NO.1 TO
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
TRI-LITE INC.
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(Exact name of issuer as specified in its charter)
Pennsylvania 21-2525309
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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11779 Cardinal Circle
Garden Grove, California 92846
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(Address of principal executive offices)
-------------------------
Eight (8) Professional Services Agreements, Ten (10) Option Agreements,
One (1) Agreement for Marketing Services and
One (1) Consulting Agreement (Full title of the plans)
---------------------
E. Maxwell Malone
Chief Executive Officer
Tri-Lite Inc.
11779 Cardinal Circle
Garden Grove, California 92846
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(Name and address of agent for service)
(714) 537-3456
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(Telephone number, including area code, of agent for service)
Copy to:
Gary L. Blum, Esq.
Law Offices Of Gary L. Blum
3278 Wilshire Boulevard, Suite 603
Los Angeles, California 90010
(213) 381-7450 (Telephone)
(213) 384-1035 (Facsimile)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Maximum
Offering Proposed Maximum Amount of
Title of Securities Amount To Be Price Aggregate Offering Registration
To Be Registered Registered Per Share Price Fee
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no
par value 563,647 $0.218(1) $122,875 $ 34.16
- ------------------------------------------------------------------------------------
Common Stock 275,000 $0.09 $24,750 $ 6.88
underlying 50,000 $0.60 $30,000 $ 8.34
options 750,000 $2.00 $1,500,000 $417.03
50,000 $1.00 $50,000 $ 14.00
- ------------------------------------------------------------------------------------
Total 1,688,647 N/A $1,728,105 $480.41
</TABLE>
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(1) Estimated solely for the purpose of calculating the fee, and based, pursuant
to Rule 457(c), on the average of the high and low sale prices of the
Registrant's common stock as reported on the OTC Bulletin Board on
October 11, 1999.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- -------------
* Information required by Items 1 and 2 of Part I to be contained in the
Section 10(a) Prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which have heretofore been filed by Tri-Lite Inc.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission"), are incorporated by reference herein:
(i) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, as amended by Amendment No. 1 to the Registrant's
Annual Report on Form 10-K/A, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(ii) the Registrant's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1999 and June 30, 1999, respectively, filed
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
In addition, any document filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date hereof, but prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all shares of the Registrant's
Common Stock registered hereunder have been sold or that deregisters all such
shares of Common Stock then remaining unsold, will be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
documents.
<PAGE>
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable
Item 6. Indemnification of Directors and Officers
The Corporations Code of the State of Pennsylvania makes provision for the
indemnification of officers and directors in terms sufficiently broad to
indemnify officers and directors under certain circumstances for liabilities
arising under the Securities Act of 1933, as amended. Section 1741, et seq. of
said Corporations Code, in general, provides that an officer or director shall
be indemnified against reasonable and necessary expenses incurred in a
successful defense to any action by reason of the fact that he serves as a
representative of the corporation, and may be indemnified in other cases if he
acted in good faith and in a manner he reasonably believed was in, or not
opposed to, the best interests of the corporation, and if he had no reason to
believe that his conduct was unlawful, except that no indemnification is
permitted when such person has been adjudged liable for recklessness or
misconduct in the performance of his duty to the corporation, unless otherwise
permitted by a court of competent jurisdiction. The Bylaws of Tri-Lite Inc.
("Registrant") provide for indemnification and limits the liability of the
Registrant's directors and officers to the fullest extent permitted under
Pennsylvania law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed herewith or incorporated by reference as a
part of this Registration Statement:
4.1 Stock Option Agreement between Registrant and Fred de Boom dated May 14,
1999.
4.2 Stock Option Agreement between Registrant and E. Maxwell Malone dated
May 14, 1999.
4.3 Stock Option Agreement between Registrant and Ernest Dageford dated May 14,
1999.
4.4 Stock Option Agreement between Registrant and Adrian Cayetano dated May 14,
1999.
<PAGE>
4.5 Stock Option Agreement between Registrant and Gary L. Blum dated May 14,
1999.
4.6 Stock Option Agreement between Registrant and Jack Katz dated May 14,
1999.
4.7 Stock Option Agreement between Registrant and George Olenik dated
August 1, 1999.
4.8 Stock Option Agreement between Registrant and Paul J. Keil dated
August 27, 1999.
4.9 Stock Option Agreement between Registrant and Richard Di Capua dated
August 27, 1999.
4.10 Stock Option Agreement between Registrant and Gary L. Blum dated
September 1, 1999.
5 Opinion of Counsel as to the legality of securities being registered.
10.1 Professional Services Agreement between Registrant and Gary L. Blum dated
August 1, 1999.
10.2 Professional Services Agreement between Registrant and Don Davis dated
August 1, 1999.
10.3 Professional Services Agreement between Registrant and Howard Dean dated
August 1, 1999.
10.4 Professional Services Agreement between Registrant and E. Maxwell Malone
dated August 27, 1999.
10.5 Professional Services Agreement between Registrant and Ernest Dageford
dated August 27, 1999.
10.6 Agreement For Marketing Services between Registrant and National Marketing
Associates dated August 27, 1999.
10.7 Consulting Agreement between Registrant and DCAP Associates, Inc. dated
August 27, 1999.
10.8 Professional Services Agreement between Registrant and Broker & O'Keefe
dated September 1, 1999.
10.9 Professional Services Agreement between Registrant and Broker & Associates
dated September 1, 1999.
10.10 Professional Services Agreement between Registrant and Paul Keil dated
September 1, 1999.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney (see signature page).
<PAGE>
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 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; and
(iii) 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)(1)(i)
and (a)(1)(ii) do not apply if the information required to be included
in a posteffective 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 this Registration Statement.
(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 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 posteffective 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 of 1933, 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.
<PAGE>
(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 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 Garden Grove, State of California, on the ___th day
of October, 1999.
TRI-LITE INC.
By /s/ E. Maxwell Malone
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E. Maxwell Malone, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints E. Maxwell Malone, his true and lawful
attorney-in-fact and agent, with full power of each to act alone, with full
powers of substitution, for him in any and all capacities, to sign this
Registration Statement and any and all amendments hereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, with full power to act alone, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, as he might do or could do in person, hereby ratifying and confirming
all that said attorney in-fact and agent, or his substitute may lawfully do or
cause to be done by virtue hereof.
<PAGE>
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
--------- ----- ----
E. Maxwell Malone Chairman of the Board, Chief October 20, 1999
Executive Officer (Principal
Executive Officer) and Acting
Chief Financial Officer
(Principal Financial and
Principal Accounting Officer)
George Olenik Director October 20, 1999
Fred de Boom Director, Secretary October 20, 1999
EXHIBIT INDEX
4.1 Stock Option Agreement between Registrant and Fred de Boom dated May 14,
1999.
4.2 Stock Option Agreement between Registrant and E. Maxwell Malone dated
May 14, 1999.
4.3 Stock Option Agreement between Registrant and Ernest Dageford dated May 14,
1999.
4.4 Stock Option Agreement between Registrant and Adrian Cayetano dated May 14,
1999.
4.5 Stock Option Agreement between Registrant and Gary L. Blum dated May 14,
1999.
4.6 Stock Option Agreement between Registrant and Jack Katz dated May 14, 1999.
4.7 Stock Option Agreement between Registrant and George Olenik dated August 1,
1999.
4.8 Stock Option Agreement between Registrant and Paul J. Keil dated August 27,
1999.
4.9 Stock Option Agreement between Registrant and Richard Di Capua dated
August 27, 1999.
<PAGE>
4.10 Stock Option Agreement between Registrant and Gary L. Blum dated
September 1, 1999.
5 Opinion of Counsel as to the legality of securities being registered.
10.1 Professional Services Agreement between Registrant and Gary L. Blum dated
August 1, 1999.
10.2 Professional Services Agreement between Registrant and Don Davis dated
August 1, 1999.
10.3 Professional Services Agreement between Registrant and Howard Dean dated
August 1, 1999.
10.4 Professional Services Agreement between Registrant and E. Maxwell Malone
dated August 27, 1999.
10.5 Professional Services Agreement between Registrant and Ernest Dageford
dated August 27, 1999.
10.6 Agreement For Marketing Services between Registrant and National Marketing
Associates dated August 27, 1999.
10.7 Consulting Agreement between Registrant and DCAP Associates, Inc. dated
August 27, 1999.
10.8 Professional Services Agreement between Registrant and Broker & O'Keefe
dated September 1, 1999.
10.9 Professional Services Agreement between Registrant and Broker & Associates
dated September 1, 1999.
10.10 Professional Services Agreement between Registrant and Paul Keil dated
September 1, 1999.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney (see signature page).
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated April 15, 1999, relating to the
consolidated balance sheets of Tri-Lite, Inc. and subsidiaries as of December
31, 1998 and 1997, and the related consolidated statements of operations,
stockholders' equity (deficit), and cash flows for each of the years in the
three year period ended December 31, 1998 which report appears on page F-2 of
the December 31, 1998 annual report on Form 10-K of Tri-Lite, Inc.
/s/ HEIN + ASSOCIATES LLP
HEIN + ASSOCIATES LLP
Certified Public Accountants
Orange, California
October 18, 1999
