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)
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
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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