<PAGE>
As filed with the Securities and Exchange Commission on September 8, 1999.
Registration No. 333-23313
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------------
ARDIS TELECOM & TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 75-2801677
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8100 JETSTAR DRIVE, SUITE 100
IRVING, TEXAS 75063
(Address of Principal Executive Offices) (Zip Code)
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ARDIS TELCOM & TECHNOLOGIES, INC.
AMENDED STOCK OPTION PLAN
(Full title of the plan)
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ROGER D. BRYANT COPY TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER WILLIAM L. RIVERS, ESQ.
ARDIS TELECOM & TECHNOLOGIES, INC. ARTER & HADDEN LLP
8100 JETSTAR DRIVE, SUITE 100 1717 MAIN ST., SUITE 4100
IRVING, TEXAS 75063 DALLAS, TEXAS 75201-4605
(Name and address of (214) 761-2100
agent for service)
(972) 929-1920
(Telephone number,
including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Amount to be Proposed Maximum
Title of Securities to Registered Proposed Maximum Aggregate Offering Amount of
be registered Offering Price Per Price Registration Fee
Share
- ---------------------- --------------------- ------------------- --------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.001 (1) (1) (1) (1) (1)
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</TABLE>
(1) No additional securities are to be registered. Registration
fees were paid upon the filing of the original Registration Statement on Form
S-8 (No. 333-23313). Therefore, no further registration fee is required.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to that certain Registration
Statement on Form S-8 (Registration No. 333-23313) (the "Registration
Statement") is being filed pursuant to Rule 414 promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), by ARDIS Telecom & Technologies,
Inc., a Delaware corporation (the "Registrant"), as successor in interest to
Canmax, Inc., a Wyoming corporation ("Canmax") following a statutory merger (the
"Merger") effective February 1, 1999, for the purpose of changing Canmax's state
of incorporation. Prior to the Merger, the Registrant had no assets or
liabilities other than nominal assets or liabilities. In connection with the
Merger, the Registrant succeeded by operation of law to all of the assets and
liabilities of Canmax.
The Merger was approved by the stockholders of Canmax at a Special
Meeting of Stockholders held on December 7, 1998 for which proxies were
solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
In accordance with paragraph (d) of Rule 414 of the Securities Act,
except as modified by this Post-Effective Amendment No. 1, the Registrant
expressly adopts the Registration Statement as its own registration statement
for all purposes of the Securities Act and the Exchange Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information filed by the Registrant (or by
Canmax prior to the Merger) with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:
(a) our Annual Report on Form 10-K, as amended by Amendment No. 1
on Form 10-K/A, filed with the Commission for the fiscal year
ended October 31, 1998;
(b) our Quarterly Reports on Form 10-Q filed with the Commission
for the quarters ended January 31, 1999 and April 30, 1999;
(c) our Current Report on Form 8-K dated December 7, 1998; and
(d) all documents 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 of this Registration
Statement shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of
such documents until such time as there shall have been filed
a post-effective amendment that indicates that all securities
offered under the Registration Statement have been sold or
that deregisters all securities remaining unsold at the time
of the amendment.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of
<PAGE>
this Registration Statement to the extent that the statement contained herein
or in any subsequently filed document that also is or is deemed to be
incorporated by reference herein, or in any document forming any part of the
Section 10(a) Prospectus to be delivered to participants in connection with,
modifies or supersedes such 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.
The Registrant's Certificate of Incorporation provides that the
Registrant shall indemnify its directors and officers to the fullest extent
permitted by the Delaware General Corporation Law ("DGCL").
Section 145 of the DGCL permits a corporation, under specified
circumstances, to indemnify its directors, officers, employees or agents against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlements actually and reasonably incurred by them in connection with any
action, suit or proceeding brought by third parties by reason of the fact that
they were or are directors, officers, employees or agents, acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. In a
derivative action (I.E., one by or in the right of the corporation),
indemnification may be made only for expenses actually and reasonably incurred
by directors, officers, employees or agents in connection with the defense or
settlement of an action or suit, and only with respect to a matter as to which
they shall have acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made if such persons have been adjudged liable to the
corporation, unless and only to the extent that the court in which the action or
suit was brought shall determine upon application that the defendant directors,
officers, employees or agents are fairly and reasonably entitled to indemnity
for such expenses, despite such adjudication of liability.
Section 102(b)(7) of the DGCL permits a corporation organized under
Delaware law to eliminate or limit the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director subject to certain limitations. The Registrant's Certificate
of Incorporation includes the following provision:
No director of the Corporation shall be personally liable to
the Corporation or any of its stockholders for monetary damages for
breach of fiduciary duty as a director of the Corporation, PROVIDED,
HOWEVER, that the foregoing is not intended to eliminate or limit the
liability of a director of the Corporation for (i)
2
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any breach of a director's duty of loyalty to the Corporation or its
stockholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) a
violation of Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived an improper
personal benefit. No amendment or repeal of this Article NINTH shall
apply to or have any effect on the liability or alleged liability of
any director of the Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment.
The Registrant's Bylaws further provide for the indemnification of, and
advancement of expenses to, its officers and directors in certain circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
(a) Exhibits.
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
4.1 Certificate of Incorporation of the
Registrant (incorporated by reference from
Exhibit 3.3 to Canmax's Annual Report on
Form 10-K for the year ended October 31,
1998) (the "1998 10-K")
4.2 Bylaws of the Registrant (incorporated by
reference from Exhibit 3.2 to the 1998 10-K)
4.3 Agreement and Plan of Merger dated as of
February 1, 1999 between Canmax and the
Registrant (incorporated by reference to
Exhibit 2.1 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended
April 30, 1999)
5.1 Opinion of Arter & Hadden LLP, as to the
validly of the shares of Common Stock
offered hereby (including shares of Common
Stock issuable upon exercise of stock
options) (filed herewith)
23.1 Consent of Arter & Hadden LLP (included as
part of Exhibit 5.1)
23.2 Consent of King, Griffin & Adamson P.C.,
independent auditors (filed herewith)
23.3 Consent of Ernst & Young LLP (filed
herewith)
</TABLE>
3
<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 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
clauses (i) and (ii) do not apply if the information required to be
included in a post-effective amendment by those clauses is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
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 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 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
Act 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 Commission such indemnification is
against public policy as expressed in the 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 Act and
will be governed by the final adjudication of such issue.
4
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Irving,
Texas, on September 8, 1999.
ARDIS TELECOM & TECHNOLOGIES, INC.
By: /S/ Roger D. Bryant
-----------------------------
Roger D. Bryant
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons and in the
capacities indicated on September 8, 1999.
Signatures Titles
- ------------------------------ ------------------------------------------------
/s/ Roger D. Bryant President, Chief Executive Officer and Director
- ------------------------------ (PRINCIPAL EXECUTIVE OFFICER)
Roger D. Bryant
/s/ Debra L. Burgess Chief Operating Officer, Chief Financial Officer,
- ------------------------------ Executive Vice President and Director
Debra L. Burgess (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
/s/ Nick DeMare Director
- ------------------------------
Nick DeMare
/s/Robert M. Fidler Director
- ------------------------------
Robert M. Fidler
/s/ Thomas Rinehart Director
- ------------------------------
Thomas Rinehart
5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
4.1 Certificate of Incorporation of the
Registrant (incorporated by reference from
Exhibit 3.3 to Canmax's Annual Report on
Form 10-K for the year ended October 31,
1998) (the "1998 10-K")
4.2 Bylaws of the Registrant (incorporated by
reference from Exhibit 3.2 to the 1998 10-K)
4.3 Agreement and Plan of Merger dated as of
February 1, 1999 between Canmax and the
Registrant (incorporated by reference to
Exhibit 2.1 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended
April 30, 1999)
5.1 Opinion of Arter & Hadden LLP, as to the
validly of the shares of Common Stock
offered hereby (including shares of Common
Stock issuable upon exercise of stock
options) (filed herewith)
23.1 Consent of Arter & Hadden LLP (included as
part of Exhibit 5.1)
23.2 Consent of King, Griffin & Adamson P.C.,
independent auditors (filed herewith)
23.3 Consent of Ernst & Young LLP (filed
herewith)
</TABLE>
6
<PAGE>
EXHIBIT 5.1
ARTER & HADDEN LLP
1717 MAIN STREET, SUITE 4100
DALLAS, TEXAS 75201
(214) 761-2100
September 8, 1999
ARDIS Telecom & Technologies, Inc.
8100 Jetstar Drive, Suite 100
Irving, Texas 75063
RE: OFFERING OF SHARES OF COMMON STOCK OF ARDIS TELECOM &
TECHNOLOGIES, INC.
Ladies and Gentlemen:
On September 8, 1999 ARDIS Telecom & Technologies, Inc., a Delaware
corporation and successor by merger to Canmax Inc. (the "Company"), expects to
file with the Securities and Exchange Commission its Post-Effective Amendment
No. 1 to Registration Statement on Form S-8 (Registration No. 333-23313, the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"). The Registration Statement relates to the offering (the "Offering") of
up to 1,200,000 shares (the "Registrable Shares") of the common stock, $.001 par
value per share (the "Common Stock") issuable pursuant to the Company's Amended
Stock Option Plan (the "Plan"). The firm has acted as your counsel in connection
with the preparation and filing of the Registration Statement, and you have
requested our opinion with respect to certain legal aspects of the Offering.
In rendering our opinion, we have examined and relied upon the original
or copies, certified to our satisfaction, of (i) the Certificate of
Incorporation of the Company, as amended through the date hereof, (ii) the
Bylaws of the Company, as amended through the date hereof, (iii) copies of
various resolutions of the Board of Directors of the Company (iv) copies of the
Plan and (v) such other documents and instruments as we have deemed necessary.
<PAGE>
In our examination, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or reproduction copies. As to various questions of fact material to this
opinion, we have relied upon representations or certificates of officers or
directors of the Company and upon documents, records and instruments furnished
to us by the Company, without independent check or verification of their
accuracy.
Based on the foregoing examination and subject to the comments and
assumptions set forth below, we are of the opinion that issuance and sale of the
Registrable Shares have been duly authorized and, when signed, delivered and
paid for in accordance with the provisions of the Plan, will be validly issued,
fully paid and non-assessable.
This opinion is limited in all respect to the General Corporation Law
of the State of Delaware as in effect on the date hereof. For purposes of this
opinion, we have assumed that all options issued under the Plan were duly
authorized under Wyoming law and that upon issuance, delivery and payment, all
shares issuable thereunder would have been validly issued, fully paid and
nonassessable under Wyoming law.
We bring to your attention the fact that this legal opinion is an
expression of professional judgment and not a guarantee of result. This opinion
is given as of the date hereof, and we assume no obligation to update or
supplement such opinion to reflect any facts or circumstances that may hereafter
come to our attention or any changes in laws or judicial decisions that may
hereafter occur.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ ARTER & HADDEN LLP
------------------------------------
ARTER & HADDEN LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective
Amendment No. 1 to Registration Statement on Form S-8 (Registration No.
333-23313) pertaining to 1,200,000 shares of ARDIS Telecom & Technologies, Inc.
common stock issuable pursuant to its Amended Stock Option Plan, of our report
dated January 20, 1999, with respect to the consolidated financial statements of
ARDIS Telecom & Technologies, Inc. included in the Annual Report (Form 10-K/A)
for the year ended October 31, 1998.
/s/ KING GRIFFIN & ADAMSON P.C.
-----------------------------------
KING GRIFFIN & ADAMSON P.C.
Dallas, Texas
September 1, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Post-Effective Amendment No. 1 to Form S-8, No. 333-23313) pertaining
to the registration of 1,200,000 shares of common stock issuable pursuant to the
ARDIS Telecom & Technologies, Inc. Amended Stock Option Plan, of our report
dated December 18, 1997, with respect to the consolidated financial statements
of ARDIS Telecom & Technologies, Inc. included in its Annual Report
(Form 10-K/A) for the year ended October 31, 1998, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
-----------------------------------
ERNST & YOUNG LLP
Dallas, Texas
September 1, 1999
