SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
RESCON TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada 83-0210455
(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
(Address of Principal Executive Offices)
(801) 262-8844
(Issuer's Telephone Number, including Area Code)
Consulting Agreement (the "Plan")
(Full Title of the Plan)
Stephen Nagel
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
(Name and Address of Agent for Service)
(801) 262-8844
(Telephone Number, Including Area Code, of Agent for Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ]
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to Amount to be Price per Aggregate Registration
be Registered Registered (1) Unit/Share Offering Price Fee
- -----------------------------------------------------------------------------
$0.001 par
value common
voting stock 162,000 $0.10 $16,200 $3.87 (2)
- -----------------------------------------------------------------------------
(1) All of these securities are subject to lock-up/leak-out provisions
contained in Section 4 of the Plan that prohibit the resale of any
of the Securities for a period of at least ninety days from the
closing of any reorganization or merger involving the Registrant,
and with resales of the shares to commence thereafter, at the
election of the Plan participants thereof, of no more than 1/12th
of their respective shares over each of the next twelve
consecutive months, on a cumulative basis.
(2) Calculated according to Rule 230.457(h) of the Securities and
Exchange Commission, based upon the exercise price of the options
covering the underlying common stock to be issued under the Plan.
PART I
Item 1. Plan Information.
- --------------------------
Plan.
-----
A copy of the Consulting Agreement (the "Plan") is attached hereto
and incorporated herein by reference.
Item 2. Registrant Information and Employee Plan Annual Information.
- ---------------------------------------------------------------------
Available Information.
----------------------
Copies of the Plan, the 10-KSB Annual Report of the Registrant for
the year ended August 31, 2001, all 10-QSB Quarterly Reports and any Current
Reports filed with the Securities and Exchange Commission (the "Commission")
during the past twelve months have been provided to the Plan participants.
The Registrant also undertakes to furnish, without charge, to such
participants or person purchasing any of the securities registered hereby,
copies of all of such documentation. Requests should be directed to Stephen
Nagel, President, at the address and telephone appearing on the Cover Page of
this Registration Statement, or any successor President of the Company.
Additional information regarding the Registrant may be reviewed at
the Commission's web site www.sec.gov, in the Edgar Archives.
PART II
Information Required in the Registration Statement
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:
(a) The Registrant's 10-KSB Annual Report for the fiscal year
ended August 31, 2001, filed with the Commission on or about
November 30, 2001;
(b) All other reports filed pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act")
for the past twelve months;
(c) Not applicable.
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 which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
also be deemed to be incorporated by reference into this Registration
Statement and made a part hereof from the date of the filing of such
documents.
Item 4. Description of Securities.
- -----------------------------------
The Registrant is authorized to issue one class of securities, being
comprised of $0.0001 par value common voting stock.
The holders of the $0.0001 par value common stock of the Registrant
have traditional rights as to voting, dividends and liquidation. All shares
of common stock are entitled to one vote on all matters; there are no
pre-emptive rights and cumulative voting is not allowed. The common stock is
not subject to redemption and carries no subscription or conversion rights.
In the event of liquidation of the Registrant, the holders of common stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities.
Item 5. Interest of Named Experts and Counsel.
- -----------------------------------------------
Branden T. Burningham, Esq., who has prepared this Registration
Statement, the Plan and an Opinion regarding the authorization, issuance and
fully-paid and non-assessable status of the securities covered by this
Registration Statement, presently owns no shares of common stock of the
Registrant and is not deemed to be an affiliate of the Registrant or a person
associated with an affiliate of the Registrant.
Item 6. Indemnification of Directors and Executive Officers.
- -------------------------------------------------------------
Under the Nevada Revised Statutes, a corporation has the power to
indemnify any person who is made a party to any civil, criminal,
administrative or investigative proceeding, other than an action by or in the
right of the corporation, by reason of the fact that such person was a
director, officer, employee or agent of the corporation, against expenses,
including reasonable attorneys' fees, judgments, fines and amounts paid in
settlement of any such actions; provided, however, in any criminal proceeding,
the indemnified person shall have had no reason to believe the conduct
committed was unlawful.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
None.
Item 8. Exhibits.
- ------------------
Exhibit
Number
- ------
5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Mantyla, McReynolds
Certified Public Accountants
99.1 Participants Letter
99.2 Consulting Agreement
99.3 Response Letter of Duane S. Jenson
99.4 Response Letter of Jeffrey D. Jenson
99.5 Response Letter of Travis T. Jenson
99.6 Response Letter of Thomas J. Howells
99.7 Response Letter of James P. Doolin
99.8 Response Letter of Kelly Trimble
99.9 Response Letter of Michael J. Doolin
99.10 Response Letter of Leonard W. Burningham, Esq.
Item 9. Undertakings.
- ----------------------
The undersigned Registrant hereby undertakes:
(a) (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 (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; and
(iii) To include any additional or changed 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, only to the extent required
by the general rules and regulations of the
Commission.
(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.
(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) That for purposes of determining any liability under the 1933
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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act, as amended, may be permitted to directors,
executive officers and controlling persons of the Registrant as
outlined above 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 that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, executive officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, executive 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 of
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.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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, on the date or dates appearing opposite the respective signatures
hereto.
REGISTRANT:
Date: 6/26/02 By /s/ Stephen Nagel
--------------- -------------------------------
President and
Director
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons (who
constitute all of the members of the Board of Directors of the Registrant) in
the capacities and on the date indicated.
Date: 6/26/02 By /s/ Stephen Nagel
---------------- --------------------------------
President and
Director
Date: 6/26/02 By /s/ Victoria Jenson
---------------- --------------------------------
Vice President and
Director
Date: 6/26/02 By /s/ Sarah Jenson
---------------- --------------------------------
Secretary and
Director
Securities and Exchange Commission File No. 000-13822
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
RESCON TECHNOLOGY CORP.
EXHIBIT INDEX
Exhibit
Number
- -------
5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Mantyla, McReynolds
Certified Public Accountants
99.1 Participants Letter
99.2 Consulting Agreement
99.3 Response Letter of Duane S. Jenson
99.4 Response Letter of Jeffrey D. Jenson
99.5 Response Letter of Travis T. Jenson
99.6 Response Letter of Thomas J. Howells
99.7 Response Letter of James P. Doolin
99.8 Response Letter of Kelly Trimble
99.9 Response Letter of Michael J. Doolin
99.10 Response Letter of Leonard W. Burningham, Esq.