As filed with the Securities and Exchange Commission on June 5, 2000 Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAVION TECHNOLOGIES, INC. ------------------------- (Exact name of issuer as specified in its charter) Colorado 84-1472763 -------- ---------- (State of incorporation) (I.R.S. Employer ID No.) 6446 South Kenton Street, Englewood, Colorado 80111 --------------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) CAVION TECHNOLOGIES, INC. ------------------------- EQUITY INCENTIVE PLAN 1999 -------------------------- (Full title of the Plan) David J. Selina Cavion Technologies, Inc. 6446 South Kenton Street Englewood, CO 80111 ------------------- (Name and address of agent for service) (720) 875-1900 -------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Title of Proposed Proposed securities Amount maximum maximum Amount of to be to be offering price aggregate registration registered registered per share offering price fee - ------------------------------------------------------------------------ Common Stock $.0001 Par Value(1) 245,000 $7.75 $1,898,750 $501.27 (1) The price is set forth solely for the purposes of calculating the fee and is based on the last price reported to the National Association of Securities Dealers Automated Quotation System on May 26, 2000. THE CONTENTS OF THE FORM S-8 REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY CAVION TECHNOLOGIES, INC. ON DECEMBER 23, 1999, FILE NUMBER 333-93579, ARE INCORPORATED HEREIN BY REFERENCE. 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 Denver, State of Colorado, on this 2nd day of June, 2000. CAVION TECHNOLOGIES, INC. By: /s/ David J. Selina --------------------------------- David J. Selina, President 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. /s/David J. Selina Date: June 2, 2000 - ------------------------------------- David J. Selina, Director, President, Chief Executive Officer, Principal Executive Officer and Chief Operating Officer /s/Marshall E. Aster Date: June 2, 2000 - ------------------------------------- Marshall E. Aster, Vice President, Chief Financial Officer and Principal Financial and Accounting Officer /s/Stephen B. Friedman Date: June 2, 2000 - ------------------------------------- Stephen B. Friedman, Director /s/Jeffrey W. Marshall Date: June 2, 2000 - ------------------------------------- Jeffrey W. Marshall, Director /s/John R. Evans Date: June 2, 2000 - ------------------------------------- John R. Evans, Director Date: - ------------------------------------- David E. Maus, Director EXHIBIT INDEX 4 Equity Incentive Plan dated May 30, 2000 5 Opinion of Gorsuch Kirgis LLP 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Gorsuch Kirgis LLP (contained in its opinion at Exhibit 5) All of the foregoing exhibits are filed herewith electronically