As filed with the Securities and Exchange Commission on March 27, 2001
Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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MYRIENT, INC. (FORMERLY LMKI, INC.)
(Exact name of registrant as specified in its charter)
Nevada 33-0662114
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
65 Enterprise
Aliso Viejo, CA 92656
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(Address of principal (Zip Code)
executive offices)
LMKI, Inc.
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1999 Stock Plan
and Stock Option Agreements
with Employees
Toan V. Dinh Copy to:
Chief Executive Officer
Myrient, Inc. David M. Griffith, Esq.
65 Enterprise Kring & Brown Attorneys, LLP
Aliso Viejo, CA 92656 38 Corporate Park
(949) 330-6500 Irvine, CA 92623
(Name, address and telephone (949) 261-7895
number of agent for service)
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CALCULATION OF REGISTRATION FEE
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Amount To Proposed Proposed Amount of
Title of Securities Be Maximum Offering Maximum Aggregate Registration
To Be Registered(1) Registered(2) Price Per Share(3) Offering Price Fee
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Common Stock, par value $.001 per share: To be
issued under LMKI, Inc. 1999 Stock Plan 5,000,000 $.360 $1,800,000 $450.00
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(1) The securities to be registered include options and rights to acquire Common
Stock.
(2) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any stock
split, stock dividend, recapitalization or any other similar transaction
effected without the receipt of consideration, which results in an increase in
the number of the Registrant's outstanding shares of Common Stock.
(3) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act") solely for the purposes of calculating the
registration fee. The price of the shares is based upon the closing price of the
Common Stock on March 23, 2001 as reported on the Nasdaq Stock Market.
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
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PART I
SECTION 14. PROGRAM INFORMATION.*
SECTION 15. REGISTRANT INFORMATION AND EMPLOYEE PROGRAM ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 (the "Securities Act") and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE INFORMATION STATEMENT
SECTION 16. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "SEC") are hereby incorporated by reference in this
Registration Statement:
(a) Registrant's Annual Report on Form 10-KSB dated January 16, 2001,
file number 0-26578 pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") and which contains
audited financial statements for the Registrant's latest fiscal year for which
such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year referred to in (a) above, covered
by the Registration document.
In addition, all documents subsequently filed by 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 be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.
SECTION 17. DESCRIPTION OF SECURITIES.
Not applicable.
SECTION 18. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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SECTION 19. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 78.7502 and 78.751 of the Nevada General Corporation Law
provides for the indemnification of officers, directors and other corporate
agents in terms sufficiently broad to indemnify such persons under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act. Article Ninth of our Articles of Incorporation
(Exhibit 3.1 to the Company's Registration Statement on Form 10-SB, filed on
August 7, 1995) provides for indemnification of our directors, officers,
employees and other agents to the extent and under the circumstances permitted
by Sections 78.7502 and 78.751 of the Nevada General Corporation Law.
SECTION 20. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
SECTION 21. EXHIBITS.
See Exhibit Index, which list of exhibits is incorporated herein by
reference.
SECTION 22. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective
amendment to this Registration Statement:
(A) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(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 (a)(1)(A) and (a)(1)(B) do not apply if the
information required to be included in a post-effective
amendment by those paragraphs 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
in the 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.
(h) 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 Securities and Exchange
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, 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 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, 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 Aliso Viejo, State of California, on the 27th day of
March, 2001.
MYRIENT, INC.
By /S/ Toan V. Dinh
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Toan V. Dinh,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Vincent J. Roth and Toan V. Dinh, and
each of them, his or her true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments, to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto 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, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that each of said attorneys-in-fact and agents or their substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
NAME TITLE DATE
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/S/ Toan V. Dinh Chief Executive Officer March 27, 2001
- ------------------------ (Principal Executive Officer)
Toan V. Dinh
/S/ Thomas A. Wagner Controller March 27, 2001
- ------------------------ (Principal financial and accounting
Thomas A. Wagner officer)
/S/ Barry W. Hall
- ------------------------ Director March 27, 2001
Barry W. Hall
/S/ Teresa M. Throenle
- ------------------------ Director March 27, 2001
Teresa M. Throenle
/S/ Bryan L. Turbow
- ------------------------ Director March 27, 2001
Bryan L. Turbow
/S/ Toan V. Dinh
- ------------------------ Director March 27, 2001
Toan V. Dinh
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INDEX TO EXHIBITS
Exhibit No. Description
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4.1 LMKI, Inc. Amended and Restated 1999 Stock Option Plan
4.2 Form of Common Stock Purchase Agreement and Notice of Exercise
5.1 Opinion/Consent of Attorneys - Kring & Brown, LLP
23.1 Consent of Timothy L. Steers, C. P. A., LLC
23.2 Consent of Corbin & Wertz
24.1 Powers of Attorney (see Pages 5-6 hereto).