AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 17, 2002
REGISTRATION NO. _______________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Force 10 Trading, Inc.
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(Exact name of Registrant as specified in its charter)
Nevada 87-0382438
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
12227 South Business Park Place
Suite 200
Draper, UT 84020
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(Address of Principal Executive Offices, including ZIP Code)
Force 10 Trading, Inc. 2002 Consultant Compensation Plan; Fee Agreement with
Richard O. Weed; Employment Agreement with Jon H. Marple; Employment Agreement
with Mary E. Blake; Consulting Agreement with Jon Richard Marple
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(Full title of the plan)
Jon H. Marple
12227 South Business Park Place
Suite 200
Draper, UT 84020
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(Name and address of agent for service)
(801) 619-3500
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(Telephone number, including area code, of agent for service)
1
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
AMOUNT OF MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES SHARES OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED TO BE REGISTERED PRICE PER SHARE OFFERING PRICE(1) FEE
- ---------------------------- ----------------------- ---------------------- ---------------------- --------------------
$.001 par value 3,500,000 $.33(1) $1,155,000.00 $151.31
common stock
$.001 par value 766,666 $.25(2) $191,666.50 $25.11
common stock
underlying stock options
$.001 par value 50,000 $.84(2) $42,000.00 $5.50
common stock
underlying stock options
TOTALS 4,316,666 $1,913,666.50 $181.92
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the
Securities Act of 1933, as amended, and is calculated on the basis
of the average of the high and low prices per share of the common
stock reported on the OTC Bulletin Board as of July 15, 2002, a date
within five business days prior to the filing of this registration
statement.
(2) These calculations are made solely for the purposes of determining
the registration fee pursuant to the provisions of Rule 457(g) under
the Securities Act and are calculated upon the price at which the
options may be exercised.
2
PROSPECTUS
Force 10 Trading, Inc.
4,316,666 Shares Of Common Stock
This prospectus relates to the offer and sale by Force 10 Trading,
Inc., f/k/a Petrex Corporation, a Nevada corporation ("Force 10"), of 4,316,666
shares of its $.001 par value per share common stock to certain employees,
officers, directors and consultants (the "consultants") pursuant to consulting
agreements and the Force 10 Trading, Inc. 2002 Consultant Compensation Plan (the
"Stock Plan"). Pursuant to the Stock Plan and the consulting agreement, in
payment for services rendered, Force 10 is registering hereunder and then
issuing, upon receipt of adequate consideration therefore, to the consultants
and persons covered by the Stock Plan, 3,500,000 shares of common stock and
816,666 shares of common stock underlying stock options.
The common stock is not subject to any restriction on
transferability. Recipients of shares other than persons who are "affiliates" of
Force 10 within the meaning of the Securities Act of 1933 (the "Act") may sell
all or part of the shares in any way permitted by law, including sales in the
over-the-counter market at prices prevailing at the time of such sale. Force 10
is registering 666,666 shares underlying options for affiliates of the company.
An affiliate is summarily, any director, executive officer or controlling
shareholder of Force 10 or anyone of its subsidiaries. An "affiliate" of Force
10 is subject to Section 16(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). If a consultant who is not now an "affiliate"
becomes an "affiliate" of Force 10 in the future, he/she would then be subject
to Section 16(b) of the Exchange Act. The common stock is traded on the OTC
Bulletin Board under the symbol "FTTI."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is July 17, 2002
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This prospectus is part of a registration statement which was filed
and became effective under the Securities Act of 1933, as amended (the
"Securities Act"), and does not contain all of the information set forth in the
registration statement, certain portions of which have been omitted pursuant to
the rules and regulations promulgated by the U.S. Securities and Exchange
Commission (the "Commission") under the Securities Act. The statements in this
prospectus as to the contents of any contracts or other documents filed as an
exhibit to either the registration statement or other filings by Force 10 with
the Commission are qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in
this prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: Force 10 Trading,
Inc., 12227 South Business Park Place, Suite 200 Draper, UT 84020. Force 10's
telephone number is (801) 619-3500.
Force 10 is subject to the reporting requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Commission. These reports, as well as the proxy statements, information
statements and other information filed by Force 10 under the Exchange Act may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W. Washington D.C. 20549.
No person has been authorized to give any information or to make any
representation, other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by Force 10. This prospectus does not constitute an offer or a
solicitation by anyone in any state in which such is not authorized or in which
the person making such is not qualified or to any person to whom it is unlawful
to make an offer or solicitation.
Neither the delivery of this prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of Force 10 since the date hereof.
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TABLE OF CONTENTS
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS...........................6
Item 1. The Plan Information..................................................6
Item 2. Registrant Information and Employee Plan Annual Information............7
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.............................8
Item 3. Incorporation of Documents by Reference...............................8
Item 4. Description of Securities.............................................8
Item 5. Interests of Named Experts and Counsel................................8
Item 6. Indemnification of Officers, Directors, Employees and Agents;
Insurance.............................................................8
Item 7. Exemption from Registration Claimed...................................9
Item 8. Exhibits..............................................................9
Item 9. Undertakings.........................................................10
SIGNATURES....................................................................12
EXHIBITS ..................................................................13
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PART 1
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
ITEM 1. THE PLAN INFORMATION.
THE COMPANY
Force 10 has its principal executive offices at 12227 South Business
Park Place, Suite 200, Draper, UT 84020. Force 10's telephone number is (801)
619-3500.
PURPOSE
Force 10 will issue common stock to certain consultants pursuant to
consulting agreements entered into between these consultants and Force 10, and
the Stock Plan, which have been approved by the Board of Directors of Force 10.
The agreements and the Stock Plan are intended to provide a method whereby Force
10 may be stimulated by the personal involvement of the consultants in Force
10's future prosperity, thereby advancing the interests of Force 10, and all of
its shareholders. Copies of the consulting agreements and the Stock Plan have
been filed as exhibits to this registration statement.
COMMON STOCK
The Board has authorized the issuance of up to 4,316,666 shares of
the common stock to the consultants upon effectiveness of this registration
statement. 816,666 of the shares are underlying stock options, exercisable at
prices ranging from $.25 per share to $.84 per share.
THE CONSULTANTS
The consultants have agreed to provide their expertise and advice to
Force 10 for the purposes set forth in the consulting agreements.
NO RESTRICTIONS ON TRANSFER
The consultants will become the record and beneficial owners of the
shares of common stock upon issuance and delivery and are entitled to all of the
rights of ownership, including the right to vote any shares awarded and to
receive ordinary cash dividends on the common stock.
TAX TREATMENT TO THE CONSULTANTS
The common stock is not qualified under Section 401(a) of the
Internal Revenue Code. The consultants, therefore, will be required for federal
income tax purposes to recognize compensation during the taxable year of
issuance unless the shares are subject to a substantial risk of forfeiture.
6
Accordingly, absent a specific contractual provision to the contrary, the
consultants will receive compensation taxable at ordinary rates equal to the
fair market value of the shares on the date of receipt since there will be no
substantial risk of forfeiture or other restrictions on transfer. If, however,
the consultants receive shares of common stock pursuant to the exercise of an
option or options at an exercise price below the fair market value of the shares
on the date of exercise, the difference between the exercise price and the fair
market value of the stock on the date of exercise will be deemed compensation
for federal income tax purposes. The consultants are urged to consult each of
their tax advisors on this matter. Further, if any recipient is an "affiliate,"
Section 16(b) of the Exchange Act is applicable and will affect the issue of
taxation.
TAX TREATMENT TO THE COMPANY
The amount of income recognized by any recipient hereunder in
accordance with the foregoing discussion will be a tax deductible expense by
Force 10 for federal income tax purposes in the taxable year of Force 10 during
which the recipient recognizes income.
RESTRICTIONS ON RESALES
In the event that an affiliate of Force 10 acquires shares of common
stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of common stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit," as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to Force 10. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the Exchange Act. Force 10 has agreed that
for the purpose of any "profit" computation under 16(b), the price paid for the
common stock issued to affiliates is equal to the value of services rendered.
Shares of common stock acquired hereunder by persons other than affiliates are
not subject to Section 16(b) of the Exchange Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
A copy of any document or part thereof incorporated by reference in
this Registration Statement but not delivered with this prospectus or any
document required to be delivered pursuant to Rule 428(b) under the Securities
Act will be furnished without charge upon written or oral request. Requests
should be addressed to: 12227 South Business Park Place, Suite 200, Draper, UT
84020. Force 10's telephone number is (801) 619-3500.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Force 10 are incorporated herein by reference:
(a) Force 10's latest Annual Report on Form 10-KSB for
the year ended March 31, 2002, filed with the Securities and
Exchange Commission;
(b) The reports of Force 10 filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") since the fiscal year ended March 31, 2002;
(c) All other documents filed by Force 10 after the date
of this Registration Statement 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 de-registers 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 such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Weed & Co. LLP has rendered an opinion on the validity of the
securities being registered. Richard O. Weed, managing partner of Weed & Co.
LLP, owns 100,000 shares of common stock and stock options to purchase 300,000
shares of Force 10's common stock at exercise prices ranging from $.82 to $.84
per share.
ITEM 6. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS; INSURANCE.
Under Nevada law, a corporation may indemnify its officers,
directors, employees and agents under certain circumstances, including
indemnification of such person against liability under the Securities Act of
1933. A true and correct copy of Section 78.7502 of Nevada Revised Statutes that
addresses indemnification of officers, directors, employees and agents is
attached hereto as Exhibit 99.
In addition, Section 78.037 of the Nevada Revised Statutes and Force
10's Articles of Incorporation and Bylaws provide that a director of this
corporation shall not be personally liable to the corporation or its
stockholders for monetary damages due to breach of fiduciary duty as a director
except for liability (a) for acts or omissions not in good faith which involve
intentional misconduct, fraud or a knowing violation of law; or (b) for the
payments of distribution in violation of Nevada Revised Statute 78.300.
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The effect of these provisions may be to eliminate the rights of
Force 10 and its stockholders (through stockholders' derivative suit on behalf
of Force 10) to recover monetary damages against a director for breach of
fiduciary duty as a director (including breaches resulting from negligent or
grossly negligent behavior) except in the situations described in clauses (a) -
(b) of the preceding paragraph.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
(a) The following exhibits are filed as part of this
registration statement pursuant to Item 601 of the Regulation S-K
and are specifically incorporated herein by this reference:
Exhibit No. Title
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5.1 Legal opinion of Weed & Co. LLP
10.1 Force 10 Trading, Inc. 2002 Consultant Compensation Plan
10.2 Fee Agreement with Richard O. Weed
10.3 Employment Agreement with Jon H. Marple*
10.4 Employment Agreement with Mary E. Blake*
10.5 Consulting Agreement with Jon Richard Marple*
23.1 Consent of Weed & Co. LLP
23.2 Consent of Smith & Company
99.1 Section 78.7502 of Nevada Revised Statutes
* Filed as an exhibit to Force 10's Form 10-KSB filed July 1, 2002 (File No.
000-33029)
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ITEM 9. UNDERTAKINGS.
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 to:
(i) include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) 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,
represents a fundamental change in the
information set forth in the registration
statement;
(iii) include any material information with
respect to the plan of distribution not
previously disclosed in this registration
statement or any material change to such
information in this registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii)
shall 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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
pursuant to 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 offered 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) 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 Securities Exchange
Act of 1934; and, where interim financial information is
required to be presented by Article 3 of Regulation S-X
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.
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(5) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors,
officers and controlling persons of registrant pursuant
to the foregoing provisions, or otherwise, 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 registrant of expenses incurred or paid by a
director, officer or controlling person of 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, 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
is against public policy as expressed in the Act and
will be governed by the final adjudication of such
issue.
The undersigned hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies 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 Draper, State of Utah, on July 17, 2002.
FORCE 10 TRADING, INC.
(Registrant)
/s/ Jon H. Marple
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Jon H. Marple
Chief Executive Officer
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.
SIGNATURES TITLE DATE
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/s/ Jon H. Marple Chief Executive Officer, Chairman & Director July 17, 2002
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Jon H. Marple
/s/ Mary E. Blake President, Secretary, Treasurer & Director July 17, 2002
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Mary E. Blake
/s/ Richard W. Torney Director July 17, 2002
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Richard W. Torney
/s/ Craig A. Hewitt Director July 17, 2002
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Craig A. Hewitt
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INDEX TO EXHIBITS
Exhibit No. Title
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5.1 Legal Opinion of Weed & Co. LLP
10.1 Force 10 Trading 2002 Consultant Compensation Plan
10.2 Fee Agreement with Richard O. Weed
23.1 Consent of Weed & Co. LLP
23.2 Consent of Smith & Company
99.1 Section 78.7502 of Nevada Revised Statutes