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As filed with the Securities and Exchange Commission on September 8, 2000
Registration No. 33-00000
- ---------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CYCOMM INTERNATIONAL INC.
(Exact Name of Registrant as Specified in Its Charter)
________________
WYOMING 54-1779046
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
______________ ___________
1420 Springhill Road, Suite 420
McLean, Virginia 22102
(703) 903-9548
(Address of principal executive offices)
______________
1997 Employee Stock Option Plan
Non-qualified grants to officers, directors and key employees
(Full title of the plans)
ALBERT I. HAWK
President and Chief Executive Officer
Cycomm International Inc.
1420 Springhill Road, Suite 420
McLean, Virginia 22102
(703) 903-9548
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
DAVID J. LEVENSON, ESQ.
Mays & Valentine LLP
8201 Greensboro Drive, Suite 800
McLean, VA 22102
(703) 734-4328
________________
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CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Aggregate Maximum
Title of Each Class of Amount to Price Per Aggregate Amount of
Securities to be be Security Offering Price Registration Fee
Registered Registered
Common Stock, no par 387,876 $1.15 $ 446,057 $ 118
value, to be issued
under the 1997
Employee Stock Option
Plan (1)
Common Stock, no par 3,343,333 $1.37 $ 4,580,366 $ 1,209
value, to be issued
under non-qualified
option grants to
officers, directors
and key employees (1)
Common Stock, no par 200,000 $0.75 $ 150,000 $ 40
value, to be issued
upon exercise of
warrants issued to
consultants (2)
--------- --------- -----
Total 3,931,209 $ 5,176,423 $1,367
========= ========= =====
(1) Maximum aggregate price per security is estimated in accordance with
Rule 457(h) solely for the purpose of calculating the registration
fee based on the weighted average price of outstanding options as of
August 22, 2000.
(2) Issuable upon exercise of warrants. Warrants have an exercise price of
$0.75 per share.
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CYCOMM INTERNATIONAL INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
__________________________________
Item 3. Information Incorporated by Reference.
We "incorporate by reference" into this prospectus the information we
file with the SEC, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus and information that we
file subsequently with the SEC will automatically update this prospectus. We
incorporate by reference the documents listed below and any filings we make
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 after the initial filing of the registration statement
that contains this prospectus and prior to the time that all the securities
offered by this prospectus are sold:
(a) Cycomm International Inc.'s ("Cycomm") Registration Statement on
Form SB-2/A (File No. 333-37056) as amended (the "Registration Statement"),
filed pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), relating to the registration of common stock and warrants issued under
private equity placements.
(b) Cycomm's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999.
(c) Cycomm's Quarterly Reports on Form 10-QSB for the quarters ended
March 31, 2000 and June 30, 2000.
You may request a copy of all documents, without charge, that are
incorporated by reference in this prospectus by writing or telephoning us at
the following address: Cycomm International Inc., Attn: Corporate
Secretary, 1420 Springhill Road, Suite 420, McLean, VA 22102; telephone
number 703 903-9548.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable
Item 6. Indemnification of Directors and Officers.
Provisions of the Wyoming Business Corporation Act and Cycomm's Bylaws
provide indemnification for directors, officers and controlling persons of
Cycomm against certain liabilities, including liability under the Securities
Act of 1933, under certain circumstances. Insofar as indemnification for
liabilities arising under that Act may be permitted to such persons, Cycomm
has been advised that in the opinion of the SEC such indemnification is
against public policy as expressed in that Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment of expenses incurred or paid in the
successful defense of any action) is asserted by such persons in connection
with this registration statement, unless Cycomm's counsel is of the opinion
that the matter has been settled by controlling precedent, Cycomm will submit
to a court the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of that question.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
(a) Exhibits
(1) The following exhibits are filed as part of this Registration
Statement on Form S-8 and incorporated by reference herein to the
extent possible.
1.1 Certificate of Incorporation (1)
1.2 Certificate of Incorporation on Change of Name (1)
1.3 Certificate of Continuance (1)
1.4 Amended Articles of Incorporation ___
5.1 Opinion of Hirst & Applegate, P.C.
10.6 Asset Purchase Agreement among and between (2)
9036-8028 Quebec, Inc., Cycomm International Inc.
and M3i Technologies, Inc. and M3i Systems Inc.
date June 21, 1996
10.7 Management Services Agreement - Albert I. Hawk (3)
10.11 Commercial Revolving Loan, Additional Loan and
Security Agreement by and among the Company
and American Commercial Finance Corp. (4)
10.12 Cycomm International Inc. 1997 Stock Option Plan (4)
10.13 Stock Purchase Agreement and Certificate of
Designation of Series B Convertible Redeemable
Preferred Stock (4)
23.1 Consent of Ernst & Young, L.L.P., Independent
Auditors
23.2 Consent of Hirst & Applegate, P.C.
(contained in exhibit 5.1)
(1) Previously filed as an Exhibit to Form 20-F Registration Statement (as
amended), Form 20-F Annual Reports and Form 6-K Reports of Foreign
Issuer and incorporated by reference herein.
(2) Previously filed as an Exhibit to Form 8-K dated June 21, 1996 and
incorporated by reference herein.
(3) Previously filed as an Exhibit to Form 10-KSB for the year ended May 31,
1996 dated September 12, 1996 and incorporated by reference herein.
(4) Previously filed as an Exhibit to Form 10-KSB for the year ended
December 31, 1997 dated March 31, 1998 and incorporated by reference
herein.
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 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.
(2) That, for the purpose of determining any liability under the Securities
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.
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(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, Cycomm 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 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 Cycomm 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, Cycomm 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 and will be
governed by the final adjudication of such issue.
(c) 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 Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Act of 1934) 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.
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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 McLean, Commonwealth of Virginia, on September 8,
2000.
CYCOMM INTERNATIONAL INC.
Albert I. Hawk, President and
Chief Executive Officer
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.
Date: September 8, 2000
Albert I. Hawk, President, Chief
Executive Officer and Chairman of the Board
(Principal executive officer)
Date: September 8, 2000
Calvin G. Cobb, Chief Financial Officer
(Principal financial officer and principal accounting officer)
Date: September 8, 2000
Hubert R. Marleau, Director
Date: September 8, 2000
Lt. Gen. Thomas P. Stafford, Director
Date: September 8, 2000
Stephen Sparks, Director
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Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. _____) pertaining to the registration of 3,931,209 shares of
Cycomm International Inc. common stock, of our report dated April 6, 2000,
with respect to the consolidated financial statements of Cycomm International
Inc. included in its Annual Report (Form 10-KSB) for the year ended December
31, 1999 and the consolidated financial statements of Cycomm International
Inc. for the year ended December 31, 1999 included in the Registration
Statement No. 333-37056 on Form SB-2/A filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
McLean, Virginia
September 8, 2000
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Exhibit 5.1
Consent of Hirst & Applegate, P.C. Wyoming Counsel
_________
September 8, 2000
Cycomm International Inc.
1420 Springhill Road
Suite 420
McLean, VA 22102
Ladies and Gentlemen:
RE: REGISTRATION ON FORM S-8
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about September __,
2000 (the "Registration Statement"), in connection with the registration
under the Securities Act of 1933, as amended, of 387,876 shares of Common
Stock (the "1997 Option Shares") to be issued under the 1997 Employee Stock
Option Plan (the "1997 Option Plan"); 3,343,333 shares of Common Stock (the
"Non-Qualified Shares") to be issued under Non-Qualified option grants to
officers, directors and key employees (the "Non-Qualified grants"); and
200,000 shares of Common Stock (the "Warrant Shares") to be issued upon the
exercise of warrants issued to Imperial Capital Corporation, L.L.C. in
connection with their consulting agreement with Cycomm.
As your legal counsel, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with
the sale and issuance of the 1997 Option Shares, the Non-Qualified Shares and
the Warrant Shares (collectively, the "Shares"). It is our opinion that the
Shares, when issued and sold in the manner referred to in the 1997 Option
Plan, the Non-Qualified grant agreements, and the consulting agreement with
Imperial Capital Corporation, L.L.C. (collectively, the "Plans"), and
pursuant to the agreements which accompany the Plans, as applicable, will be
legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in
the Registration Statement and any amendments thereto.
Yours very truly,
HIRST & APPLEGATE, P.C.
BY: DALE W. COTTAM