SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
DIALEX MINERALS INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 65-0656668
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
56 Temperance Street, Suite 600, Toronto, Ontario M5H 3V5
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(Address of Principal Executive Offices) (Zip Code)
DEBT SETTLEMENT AGREEMENTS
(Full title of the plan)
Lexis Nexis Document Solutions Inc.
1201 Hays Street,
Tallahassee, Florida 32301
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(Name and address of agent for service)
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Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Securities Amount to be Offering Price per Share Proposed Maximum Amount of
to be Registered Registered (1) (2) Aggregate Offering Price Registration Fee
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Shares of common 6,004,260 US $0.13 $780,554 $ 98.90
stock ($0.001 par
value)
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(1) Pursuant to Rule 457, estimated solely for the purpose of calculating the
registration fee.
(2) Based on the average of the closing bid and ask prices per share of the
common stock as quoted on the NASD Over-the-Counter Bulletin Board on March 11,
2004.
Part II. Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this registration
statement:
(a) Our quarterly reports on Form 10-QSB filed as follows: September
30, 2003 - filed on October 30, 2003; June 30, 2003 - filed on August
20, 2003 and amended on September 24, 2003; March 31, 2003 - filed on
June 2, 2003 and amended on June 3, 2003.
(b) Our annual report on Form 10-KSB for the year ended December 31,
2002 filed on May 23, 2003 and amended on June 3, 2003 and July 29,
2003 pursuant to Section 15(d) of the Exchange Act of 1934, as amended
or the 1934 Act.
(c) All other documents filed by us after the date of this registration
statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act,
after today's date and prior to the filing of a post-effective
amendment to this registration statement which indicates that all
securities offered have been sold or which de-registers all securities
then remaining in this registration statement and to be part thereof
from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation and Bylaws provide that the company
shall indemnify any person, who was or is a party to a proceeding by reason of
the fact that he is or was a director or officer of the Registrant, or is or was
serving at the request of the Registrant as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, and may indemnify any person, who was or is a party to a proceeding
by reason of the fact that he is or was an employee or agent of the Registrant
or is or was serving at the request of the Registrant as an employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with such proceeding if he acted in good faith and in a manner
he reasonably believed to be or not opposed to the best interests of the
Registrant, in accordance with, and to the full extent permitted by law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Number Description of Exhibit
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5 Opinion of Anslow & Jaclin LLP, counsel to the Company
10.1 Debt Settlement Agreement between Company and Kirk L. Boyd
10.2 Debt Settlement Agreement between Company and Gary Brown
10.3 Debt Settlement Agreement between Company and Andrew Currah
10.4 Debt Settlement Agreement between Company and Neil Novak
10.5 Debt Settlement Agreement between the Company and Joseph Sereda
10.6 Debt Settlement Agreement between the Company and Alexander Stewart
10.7 Debt Settlement Agreement between the Company and Wallace Stonehouse
23. Consent of SF Partnership LLP, Auditors to the Company
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933.
(b) 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; and
(c) 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 paragraphs (1)(a) and (1)(b) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by this paragraph is
contained in periodic reports filed by us pursuant to Section 13 or Section
15(d) of the 1934 Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the 1933 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.
(4) That, for purposes of determining any liability under the 1933 Act, each
filing of our annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 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.
(5) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
1934 Act; and, where interim financial information required to be presented by
Item 310(b) of Regulation S-B is not set forth in the prospectus, to deliver, or
cause to be delivered, to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(6) To deliver or cause to be delivered with the prospectus to each employee to
whom the prospectus is sent or given, a copy of our annual report to
stockholders for its last fiscal year, unless such employee otherwise has
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received a copy of such report, in which case the registration shall state in
the prospectus that it will promptly furnish, without charge, a copy of such
report on written request of the employee. If our last fiscal year has ended
within 120 days prior to the use of the prospectus, our annual report for the
preceding fiscal year may be delivered, but within such 120-day period the
annual report for the last fiscal year will be furnished to each employee.
(7) To transmit or cause to be transmitted to all employees participating in the
plans who do not otherwise receive such material as our stockholders, at the
time and in the manner such material is sent to its stockholders, copies of all
reports, proxy statements and other communications distributed to its
stockholders generally.
Signatures
The Registrant. 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 Toronto in the Province of Ontario on March 16, 2004.
DIALEX MINERALS INC.
By: /s/ Alexander Stewart
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Alexander Stewart
President/Director
By: /s/ Kirk Boyd
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Kirk Boyd, Director
Principal Financial Officer
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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
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/s/ Alexander Stewart
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Alexander Stewart President/Principal Executive Officer March 11, 2004
Director
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Kirk Boyd Principal Financial Officer/Director March 11, 2004
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