SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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R-TEC HOLDING, INC.
(Exact name of registrant as specified in its charter)
IDAHO 82-0515707
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1471 E. COMMERCIAL AVE., BOISE, IDAHO 83642
(Address of Principal Executive Office) (Zip Code)
R-TEC HOLDING, INC., 2000 STOCK OPTION PLAN
(Full title of the plan)
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DOUGLAS G. HASTINGS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
R-TEC HOLDING, INC.
1471 E. COMMERCIAL AVE.
MERIDIAN, IDAHO 83642
(Name and address of agent for service)
(208) 887-0953
(Telephone number, including area code, of agent for service)
Copies of all communications to:
ROBERT C. MONTGOMERY, ESQ.
SECRETARY AND GENERAL COUNSEL
R-TEC HOLDING, INC.
355 W. MYRTLE ST., SUITE 102
BOISE, IDAHO 83702
(208) 322-8865
If any of the securities being registered on this Form are to be offered on
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) FEE
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Common Stock, 2,000,000 $1.00 $2,000,000 $500.00
Non par value,
Reserved under
R-Tec Holding, Inc.,
2000 Stock Option Plan
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(1) The shares of Common Stock being registered are reserved for issuance in
connection with the R-Tec Holding, Inc., 2000 Stock Option Plan. The provisions
of Rule 416 under the Securities Act of 1933 shall apply to this Registration
Statement and the number of shares registered on this Registration Statement
shall increase or decrease as a result of stock splits, stock dividends or
similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee. The
offering price is set at $1.00 per share.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Registrant, R-Tec
Holding, Inc., an Idaho corporation, are incorporated by reference in this
Registration Statement.
(a) The Registrant's Annual Report on Form 10-KSB filed pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") for the year ended December 31, 2000.
(b) The Registrant's Current Reports on Form 8-K filed on July 18, 2001 and
August 1, 2001, and Form 8K/A filed September 17, 2001.
(c) The Registrant's Quarterly Reports on Form 10-QSB filed pursuant to
Section 13 or 15(d) of the Exchange Act on May 15, 2001, and August 13, 2001.
(d) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 10SB12G/A dated October 2, 2000, filed pursuant
to Section 12(g) of the Securities and Exchange Act of 1934.
(e) All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be 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
This Registration Statement and the opinion of counsel attached as Exhibit
5.1 was prepared by Robert C. Montgomery, who is general counsel and corporate
secretary for the Registrant. Mr. Montgomery owns both common and preferred
shares of the Registrant and has options to purchase additional shares.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is an Idaho corporation. The Registrant's Articles of
Incorporation provide that, a director of the Registrant shall not be liable to
the Registrant or its stockholders for monetary damages for any action taken, or
failure to take any action, as a director except liability for: a) the amount of
financial benefit received by a director to which he is not entitled; b) an
intentional infliction of harm on the Registrant or the shareholders; c) a
violation of ss.30-1-83 of the Idaho Code, or; d) an intentional violation of
the criminal law. This provision in the Articles of Incorporation does not
eliminate the directors' fiduciary duty, and in appropriate circumstances,
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under Idaho law. In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to the
Registrant for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Idaho law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.
In addition, the Registrant's Bylaws provide that the Registrant will
indemnify its directors and officers to the fullest extent permitted by Idaho
law. The Registrant believes that indemnification under its Bylaws covers at
least negligence and gross negligence by indemnified parties, and permits the
Registrant to advance litigation expenses for legal actions against the
indemnified party. The Registrant's Bylaws permit, and its Board of Directors
has authorized, the purchase of liability insurance for the Registrant's
officers and directors.
The Registrant has entered into separate indemnification agreements with
its directors and officers. These agreements require the Registrant, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors or officers (other than liabilities
arising from actions not taken in good faith or in a manner the director or
officer believed to be opposed to the best interests of the Registrant), to
advance their expenses incurred as a result of any proceeding against them as to
which they could be indemnified (subject to certain conditions. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the Registrant pursuant
to the foregoing provisions, the Registrant has been informed 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. The Registrant believes that its Articles of
Incorporation, Bylaw provisions and indemnification agreements are necessary to
attract and retain qualified persons as directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 R-Tec Holding 2000 Stock Option Plan.
5.1 Opinion of Robert C. Montgomery, re legality of the Common Stock.
23.1 Consent of Robert C. Montgomery, (included in Exhibit 5.1).
23.2 Independent Auditors' Consent of Balukoff, Lindstrom & Co., P.A.
24.1 Powers of Attorney (included on signature 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;
(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 post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Securities and Exchange Commission by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 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
herein, 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 Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or 15(d) of the Securities
and 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 and
Exchange 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.
(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 (see Item 6) 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,
R-Tec Holding, Inc., a corporation organized and existing under the laws of the
State of Idaho, 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 Meridian, State of Idaho, on September 27, 2001.
R-TEC HOLDING, INC.
By: /s/ Douglas G. Hastings
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Douglas G. Hastings,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOWN TO ALL PERSONS BY THESE PRESENTS, we, the undersigned officers and
directors of R-Tec Holding, Inc., hereby severally constitute and appoint
Douglas G. Hastings and Rulon L. Tolman, each acting alone as an
attorney-in-fact with the full power of substitution, for him and in his name,
place and stead in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact, or
either of their substitute or substitutes, may do or cause to be done by virtue
hereof.
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
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PRINCIPAL EXECUTIVE OFFICER:
/s/ Douglas G. Hastings President and CEO September 27, 2001
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Douglas G. Hastings
PRINCIPAL FINANCIAL OFFICER:
/s/ Michael T. Montgomery CFO and Corporate September 27, 2001
---------------------------- Treasurer
Michael T. Montgomery
OTHER DIRECTORS:
/s/ Gary A. Clayton Director September 27, 2001
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Gary A. Clayton
/s/ Rulon L. Tolman Director September 27, 2001
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Rulon L. Tolman
/s/ David R. Stewart Director September 27, 2001
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David R. Stewart
/s/ Bill Browand Director September 27, 2001
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Bill Browand
INDEX OF EXHIBITS
4.1 R-Tec Holding,Inc., 2000 Stock Option Plan.
5.1 Opinion of Robert C. Montgomery, Chtd., re legality of the Common Stock.
23.1 Consent of Robert C. Montgomery, Chtd., (included in Exhibit 5.1).
23.2 Independent Auditors' Consent of Balukoff, Lindstrom & Co., P.A.
24.1 Powers of Attorney (included on signature page).