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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) February 9, 2000
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LEXON Technologies, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-24721 87-0502701
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(State or Other Jurisdiction (Commission I.R.S. Employer
of Incorporation) File Number) Identification No.)
1401 Brook Drive, Downers Grove, Illinois 60515
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(Address of Principal Executive Offices) (Zip Code)
(630) 916-6196
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1: CHANGES IN CONTROL OF REGISTRANT.
(a)
(1) On February 9, 2000, LEXON Technologies Inc., a Delaware
corporation, and Steven J. Peskaitis, LEXON's then Chairman and Chief Executive
Officer, consummated a transaction with Anthony Perino whereby Mr. Perino
acquired voting control over the majority of LEXON's issued and outstanding
common stock. LEXON is an Internet-based provider of geo- referenceable content
and data and offers specific content solutions to institutional, governmental,
corporate and public consumers through advanced software applications.
Under the terms of a Stock Purchase Agreement, dated February 9, 2000,
by and among LEXON, Mr. Peskaitis and Mr. Perino, Mr. Perino acquired (i)
1,000,000 shares of LEXON common stock from LEXON in exchange for $250,000 and
(ii) 2,000,000 shares of LEXON common stock from Mr. Peskaitis in exchange for
$500. Mr. Perino used cash from personal reserves to fund his investment in
LEXON. In addition, under a Voting Trust Agreement, Mr. Peskaitis and Stanley
Peskaitis appointed Mr. Perino Voting Trustee of 2,774,600 and 1,227,100 shares,
respectively, of LEXON common stock. The Voting Trust will terminate no later
than February 9, 2001.
As of February 9, 2000, LEXON had 12,541,561 shares of common stock
issued and outstanding. Prior to the transactions described above, Mr. Peskaitis
owned 6,774,600 shares of LEXON common stock, which was fifty-four percent (54%)
of LEXON's issued and outstanding common stock. At the close of these
transactions, Mr. Perino beneficially owned, directly or indirectly, 7,001,700
shares of LEXON's common stock or fifty-five percent (55%) of LEXON's issued and
outstanding common stock.
In addition, under the terms of the Stock Purchase Agreement, Mr.
Perino will, subject to certain conditions, purchase an additional 2,400,000
shares of LEXON common stock from LEXON and Mr. Peskaitis in exchange for a cash
payment of $100,500 on or around March 7, 2000.
Moreover, Mr. Perino received Warrants to purchase up to an additional
4,100,000 shares of LEXON common stock. The Warrants are exercisable at prices
from $0.25 per share to $0.50 per share and expire at certain times between
September 1, 2000 and August 9, 2001. If Mr. Perino exercises all of the
Warrants, LEXON will receive an additional $1,150,000 in equity capital.
Moreover, in connection with the Warrants, LEXON and Mr. Perino entered into a
Registration Rights Agreement which provides Mr. Perino with demand and
piggy-back registration rights with respect to the shares of LEXON common stock
subject to the Warrants.
(2) In connection with these transactions, under the terms of the
Stock Purchase Agreement, Mr. Peskaitis resigned as LEXON's Chief Executive
Officer and President, and Mr. Thomas Rieck resigned as a director of the
Company. Mr. Perino, Peter Haleas and Jerome Wolowicki were appointed to the
Company's Board of Directors and Mr. Perino was
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elected Chairman and Chief Executive Officer.
(b) Under a Post-Closing Agreement, dated February 9, 2000, by and
among Mr. Perino, Mr. Peskaitis and Stanley Peskaitis, the Voting Trust
Agreement described above will be amended to provide for (i) the deposit of an
additional 1,500,000 shares of the LEXON's common stock into the Voting Trust,
subject to the prior rights of the holders of certain liens with respect to such
shares and (ii) the release of shares from the Voting Trust to the extent such
released shares are not necessary for Mr. Perino to maintain voting control over
fifty-one percent (51%) of LEXON'S issued and outstanding common stock.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
10.1 Stock Purchase Agreement, dated February 9, 2000, by and among
LEXON Technologies, Inc., Steven J. Peskaitis and Anthony Perino.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 18, 2000 By: /s/ Anthony Perino
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Anthony Perino, Chief Executive Officer