As filed with the Securities and Exchange Commission on September 15, 1998.
File No. Commission file number: 0-9476
- ----------------- ------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
FLEXWEIGHT CORPORATION
------------------------------
(Exact name of registrant as specified in its charter)
Kansas 48-0680109
-------- ------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
915 N. Wells, Wendover, Nevada 89883
----------------------------------------
(Address of principal executive offices)
1998 Stock Option Plan of Flexweight Corporation
------------------------------------------------
(Full Title of Plan)
Walter Sanders, 915 N. Wells, Wendover, Nevada 89883
----------------------------------------------------
(Name, address,including zip code, of agent for service)
Telephone number, including area code, of agent for service: (702) 664-3484
--------------
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities Amount to be Price Per Offering Registration
to be Registered Registered Share(1) Price(1) Fee
- ----------------------- ------------ --------- ---------- ------------
$.10 P.V. Common Stock 1,018,333 $6.125 $6,237,290 $1,840
(1) Bona Fide estimate of maximum offering price solely for calculating the
registration fee pursuant to Rule 457(c) and (h) of the Securities Act of
1933, based on the average bid and asked price of the registrant's common
stock as of August 11, 1998, a date within five business days prior to the
date of filing of this registration statement.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan described herein.
1
Explanatory Note
----------------
The Company is registering additional shares under its 1998 Stock Option
Plan filed on Form S-8 with Securities and Exchange Commission on August 13,
1998, Commission file number 333-61657. The Company's 1998 Stock Option Plan
filed on Form S-8 on August 13, 1998, is hereby incorporated by reference into
this Form S-8 registration statement. The Company has further modified the 1998
Stock Option Plan to account for the issuance of an additional 1,018,333 shares
being registered on this Form S-8. The registration of additional shares is for
the purpose of compensating certain consultants covered under the Company's 1998
Stock Option Plan for services rendered in connection with an Asset Purchase
Agreement signed by the Company on September 14, 1998.
Prior to the filing, if any, of a post-effective amendment that indicates
that all securities covered by this Registration Statement have been sold or
that de-registers all such securities then remaining unsold, all reports and
other documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
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 Wendover, State of Nevada, on September 15, 1998.
FLEXWEIGHT CORPORATION
By: /s/Walter G. Sanders
----------------------
Walter Sanders, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Walter G. Sanders with power of substitution, as
his attorney-in-fact for him, in all capacities, to sign any amendments to this
registration statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact or his
substitutes may do or cause to be done by virtue hereof.
2
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 date indicated.
Signature Title Date
- --------- ----- ----
/s/ Walter G. Sanders President, Acting Chief Financial September 15, 1998
- --------------------- Officer and Director
Walter G. Sanders
/s/ Charles Longson Vice President and Director September 15, 1998
- -------------------
Charles Longson
3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
THE SECURITIES ACT OF 1933
----------------------
Flexweight Corporation
(A Kansas Corporation)
----------------------
4
INDEX TO EXHIBITS
-----------------
Exhibits SEC Ref. No. Description Sequentially
of Exhibit Number Pages
- -------- ------------ ----------- ------------
A 10 Asset Purchase Agreement between the
Company and NuOASIS International, Inc.
dated September 14, 1998
B 10 Consulting Agreement between the Company
and Hudson Consulting Group, Inc. dated
July 18, 1998
C 5, 23(b) Opinion and consent of Counsel with
respect to the legality of the issuance
of securities being issued
D 23(a) Consent of Accountant