As filed with the Securities and Exchange Commission on March 13, 2002
Registration No. __________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
TELYNX, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3022377
(State or other juris- (I.R.S. Employer
diction of incorporation Identification
or organization) Number)
6006 North Mesa Street
El Paso, Texas 79912
(Address of registrant's Principal Executive Offices) (Zip Code)
Telynx, Inc. 2002 Stock Plan
(Full title of the plan)
Ali Al-Dahwi
Chief Executive Officer
TELYNX, INC.
6006 North Mesa Street
El Paso, Texas 79912
(Name and address of agent for service)
(915) 581-5828
(Telephone number, including area code, of agent for service)
Copy to:
PAUL O. SERGENT
Sergent Law Firm, P.C.
6006 N. Mesa, Suite 110
El Paso, Texas 79912
(915) 587-5222
CALCULATION OF REGISTRATION FEE
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Title of securities Proposed maximum Proposed maximum aggregate Amount of
to be registered Amount to be offering price per offering price (2) registration fee
registered(1) share (2)
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Common Stock $.01 par value
per share 250,000,000 shares $0.01 $2,500,000 $230.00
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(1) This Registration Statement also covers such indeterminate number of
additional shares of Common Stock as is necessary to eliminate any
dilutive effect of any future stock dividend, stock split,
recapitalization or similar transaction.
(2) Estimated in accordance with Rule 457(h)(1) under the Securities Act of
1933, as amended, solely for the purpose of calculating the registration
fee. The proposed maximum offering price was determined by multiplying
250,000,000, the number of shares registered by this Registration
Statement as to which stocks may be granted under the Telynx, Inc. 2002
Stock Plan, by $0.01, the average of the high and low prices of the
Common Stock as reported on the Over-the-Counter Bulletin Board on March
1, 2002, but not below the Company's Par Value.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information called for in Part I of Form S-8
will be sent or given to individuals who participate in the Telynx, Inc. 2002
Stock Plan as specified in Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). Such documents are not being filed with or
included in this Registration Statement in accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission") and the
instructions to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Telynx, Inc. (the "Registrant") with
the Commission are incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the year
ended October 31, 2001.
In addition to the foregoing, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment indicating that all of
the securities offered hereunder have been sold or deregistering 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. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed
document that is also incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the
"DGCL") permits indemnification of directors and officers of a
corporation under certain circumstances and subject to certain
limitations. The Registrant's Certificate of Incorporation of the
Registrant provides that the Registrant shall indemnify its directors
and officers to the fullest extent permitted by the DGCL, including
those circumstances in which indemnification would otherwise be
discretionary, and shall advance expenses to its officers and
directors as incurred in connection with proceedings against them for
which they may be indemnified. In addition, the Registrant has
entered into Indemnity Agreements with its directors and officers
providing for the maximum indemnification allowed by Section 145 of
the DGCL.
Item 7. Exemption from Registration Claimed
Not Applicable.
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Item 8. Exhibits
4.1 Telynx, Inc. 2002 Stock Plan.
5.1 Opinion of Sergent Law Firm, P.C.
23.1 Consent of Sergent Law Firm, P.C. (included in Exhibit 5.1)
24.1 Power of Attorney (included in 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;
(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, represent a fundamental
change in the information set forth in the
registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total value of
securities offered would not exceed that which
was registered) and any deviation from the low or
high end of the estimated maximum offering range
may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(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 clauses 1(i) and 1(ii) shall not apply
if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference
into this 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.
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(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, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
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 of the registrant 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
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 El Paso, State of Texas on March 12, 2002.
TELYNX, INC.
By: /s/ Ali Al-Dahwi
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Ali Al-Dahwi
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ali Al-Dahwi, Scott Munden and Kent Van
Houten, or one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8, and to
file the same with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ Ali Al-Dahwi Chief Executive Officer and Chairman March 12, 2002
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Ali Al-Dahwi (Principal Executive Officer)
/s/ Scott A. Munden Chief Operating Officer, President and March 12, 2002
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Scott A. Munden Director
/s/ Dr. Ziad El-Dukair Executive Vice President and Director March 12, 2002
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Dr. Ziad El-Dukair
/s/ Kent J. Van Houten Chief Financial Officer (Principal Financial March 12, 2002
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Kent J. Van Houten and Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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4.1 Telynx, Inc. 2002 Stock Plan.
5.1 Opinion of Sergent Law Firm, P.C.
23.1 Consent of Sergent Law Firm, P.C. (included in Exhibit 5.1)
24.1 Power of Attorney (included in signature page)
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