U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DermaRX Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-3301899
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
SALARY REIMBURSEMENT PLAN
LEGAL SERVICES AGREEMENT
(Full Title of Plan)
Maryanne Carroll
284 Jackson Street
Denver, Colorado 80206
(Name and Address of Agent for Service)
(303) 333-4600
(Telephone number including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities Amount to be Price Per Offering Registration
to be Registered Registered Share Price Fee(1
- ------------------------------------------------------------------------------------
Common Stock 346,100 $.75 $259,575 $68.53
(1) Based on the trading price of the Company's common stock in
over-the-counter trading on March 31, 1999.
PROSPECTUS
DermaRX Corporation
284 Jackson Street
Denver, Colorado 80206
(346,100 SHARES OF COMMON STOCK)
This Prospectus relates to the offer and sale of DermaRX Corporation, a
Delaware corporation (the "Company") of shares of its $.001 par value common
stock (the "Common Stock) to a consultant of the Company (the "Consultant)
pursuant to an agreement entered into between the Company and the Consultant.
The Company is registering hereunder and then issuing upon receipt of adequate
consideration therefore to the Consultant 250,000 shares of the Common Stock in
consideration for legal services rendered and to be rendered under the
agreement. The 250,000 shares are issued and effective subsequent to the
Company's presently proposed one for five reverse stock split and consequently
will not be subject to the reverse stock split.
This Prospectus also relates to the offer and sale of shares of Company
Common Stock to certain officers of the Company in reimbursement of past due
salary obligations of the Company to such officers (the "Reimbursement Plan").
The Company is registering hereunder and then issuing upon receipt of adequate
consideration therefore to the officers 96,100 shares of the Common Stock in
consideration for past due salaries. The 96,100 shares are issued and
effective subsequent to the Company's presently proposed one for five reverse
stock split and consequently will not be subject to the reverse stock split.
The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are affiliates of the Company 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. Some of the shares
registered hereunder are being sold to persons who are affiliates of the
Company. An affiliate is, summarily, any director, executive officer or
controlling shareholder of the Company. The affiliates of the Company may become
subject to Section 16(b) of the Securities Exchange Act of 1934 as amended (the
Exchange Act) which would limit their discretion in transferring the shares
acquired in the Company. If the Consultant who is not now an affiliate becomes
an affiliate of the Company in the future, it would then be subject to Section
16 (b) of the Exchange Act (See General Information -- Restrictions on Resale).
The Common Stock is listed on the OTC bulletin board under the symbol DMRX.
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 April 3, 2000.
This Prospectus is not part of any Registration Statement which was filed
and been 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 offered 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 of the Company 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: DermaRX Corporation,
284 Jackson Street, Denver, Colorado 80206.
The Company 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 the Company under the Exchange Act may be
reviewed and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street N.C. Washington, D.C. 20549. Copies may be
obtained at the prescribed rates. Copies may also be obtained from the
commission's website at www.sec.gov.
-----------
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 the Company. 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 one 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 the Company since the date hereof.
TABLE OF CONTENTS
Page
----
PART I 4
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS 4
ITEM 1. PLAN INFORMATION 4
GENERAL INFORMATION 4
The Company 4
Purpose 4
Common Stock 4
The Consultant 4
No Restrictions on Transfer 4
Restrictions on Resale 4
DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION 4
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION 5
Legal Opinion and Experts 5
Indemnification of Officers and Directors 5
PART II 6
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 6
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE 6
ITEM 4. DESCRIPTION OF SECURITIES 6
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL 6
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS 6
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED 7
ITEM 8. EXHIBITS 7
ITEM 9. UNDERTAKINGS 7
SIGNATURES 8
EXHIBIT INDEX 9
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan information
GENERAL INFORMATION
The Company
The Company has its principal offices at 284 Jackson Street, Denver,
Colorado 80206, (303) 333-4600. The Plans registered hereunder are the
Consulting Agreement and the Employee Salary Reimbursement Plan.
Purposes
The Common Stock will be issued by the Company pursuant to an agreement
entered into between the Consultant and the Company and approved by the Board of
Directors of the Company (the "Board of Directors"). The agreement is in
connection with services by the Consultant in connection with corporate and
securities legal work on behalf of the Company. A copy of the agreement has
been filed as an exhibit to this registration statement.
TheCommon Stock will also be issued by the Company to certain officers of
the Company in connection with past due salary obligations and an agreement by
the Company to reimburse such past due salary obligations with shares of its
Common Stock.
Neither of the Plans is subject to any of the provisions of ERISA.
Common Stock
The Board has authorized the issuance of up to 250,000 shares of the Common
Stock to the Consultant upon effectiveness of this registration statement.
The Board has also authorized the issuance of up to 96,100 shares of the
Common Stock to the Officers upon effectiveness of this registration statement.
The Consultant and the Officers
The Consultant has agreed to provide its expertise and advice to the
Company on a non-exclusive basis in connection with corporate and securities
legal work on behalf of the Company.
The Officers provided general business services to the Company in their
administrative and officer roles on behalf of the Company.
No Restrictions on Transfer
The Consultant and the Officers will become the record and beneficial owner
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 Consequences
The Consultant and the Officers may be subject to federal income tax
consequences on the receipt of the shares of Common Stock under the Consulting
Agreement and the Salary Reimbursement Plan. Neither of the Plans is qualified
under Section 401(a) of the Internal Revenue Code.
Restrictions on Resales
In the event that an affiliate of the Company 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 the Company. 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. The Company 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.
Documents Incorporated By Reference and Additional Information
The Company hereby incorporates by reference (i) its annual report of Form
10-KSB for the year ended February 28, 1999, filed pursuant to Section 13 of the
Exchange Act, (ii) any and all Forms 10-QSB filed under the Securities or
Exchange Act subsequent to any filed form 10-KSB, as well as all other reports
filed under Section 13 of the Exchange Act, and (iii) its annual report, if any,
to shareholders delivered pursuant to Rule 14a-3 of the Exchange Act. In
addition, all further documents filed by the Company pursuant to Section 13, 14,
or 15(d) of the Exchange Act prior to the termination of this offering are
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing. All documents which when together, constitute
this Prospectus, will be sent or given to participants by the Registrant as
specified by Rule 428(b)(1) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
A copy of any document or part hereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus of 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. Request should be
addressed to the Company at 284 Jackson Street, Denver, Colorado 80206.
Legal Opinions and Experts
Cutler Law Group has rendered an opinion on the validity of the securities
being registered. M. Richard Cutler, the Consultant hereunder, is the sole
officer, director and shareholder of MRC Legal Services Corporation which does
business as Cutler Law Group. Mr. Cutler is not an "affiliate" of the Company
and does not have a substantial interest in the registrant. (See PART II, ITEM
5 - Interests of Named Experts and Counsel).
The financial statements of DermaRX Corporation, incorporated by reference
in the Company's Annual Report (Form 10-KSB) for the year ended February 28,
1999 have been audited by Paul C. Roberts, Certified Public Accountant, as set
forth in his report incorporated herein by reference and are incorporated herein
in reliance upon such report given upon the authority of the firm as experts
in auditing and accounting.
Indemnification of Officers and Directors
Insofar as indemnification of liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the company, the
company has been informed that in the opinion of the commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
Registrant hereby states that (i) all documents set forth in (a) through
(c) below, are incorporated by reference in this registration statement, and
(ii) all documents subsequently filed by registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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.
(a) Registrant's latest Annual Report, if any, whether filed pursuant
to Section 13(a) or 15(d) of the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a), above; and
(c) The latest prospectus filed pursuant to Rule 424(b) under the
Securities Act.
Item 4. Description of Securities
The securities being registered are common stock $.0001 par value.
Item 5. Interests of Named Experts and Counsel
Certain matters relating to this Prospectus are being passed upon by Cutler
Law Group. M. Richard Cutler, the Consultant hereunder, is the sole
shareholder, officer and director of MRC Legal Services Corporation which does
business as Cutler Law Group.
Item 6. Indemnification of Directors and Officers
The Delaware General Corporation Law empowers a Delaware corporation to
indemnify any person who is, or is threatened to be made, a part to any
threatened, pending or completed action, suit or preceding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of such corporation) by reason of the fact that such person is or was an
officer or director of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the Corporation, and with respect to any criminal action or proceeding, has no
reasonable cause to believe his conduct was unlawful. A Delaware corporation
may indemnify any person made, or threatened to be made, a party to an action by
or in the right of the Corporation to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the of the Corporation as a director,
officer, employee or agent of any other corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys' fees, actually
and reasonably incurred by him in connection with the defense or settlement of
the action, or suit, if such director, officer, employee or agent acted, in good
faith, and in a manner which he reasonably believed to be in or not opposed
to, the best interests of the Corporation. Indemnification may not be for any
claim, issue or matter as to which such person has been adjudged by a court of
competent jurisdiction, unless and only to the extent that the court on which
the action was brought, or any court of competent jurisdiction, determines upon
application that, in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such portion of the settlement
amount and expenses as the court deems proper.
To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in the previous paragraph or in defense of any claim,
issue or matter therein, the Corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Consultants and Advisors
The Consultant who is receiving 250,000 shares is M. Richard Cutler,
who is President of MRC Legal Services Corporation which does business as
Cutler Law Group.
The Officers who are receiving shares under the Salary Reimbursement Plan
are as follows:
Name Number of Shares
- ---- ----------------
Maryanne Carroll 60,200
Brian P. Halloran 19,800
Thomas M. Dean and Norman M. Dean 6,500
Neil J. Feinstein 4,600
Alan G. Molk 3,000
John C. Freeland 600
Peter G. Martin 700
Thomas M. Dean 700
Item 9. Exhibits
(a) The following exhibits are filed as part of this S-8 Registration
Statement pursuant to Item 601 of Regulation S-B and are specifically
incorporated herein by this reference:
Exhibit No. Title
4. Not Applicable
5. Opinion of Cutler Law Group regarding the legality of
the securities registered.
10 Legal Services Agreement with M. Richard Cutler
15. Not Required
23.1 Consent of Cutler Law Group to the use of its opinion
with respect to the legality of the securities being
registered hereby contained in Item 5, above.
23.2 Consent of Paul C. Roberts, CPA
27. Not Required
28. Not Required
29. Not Required
Item 9. Undertakings
1. The undersigned Registrant hereby undertakes to file during any period
in which offers or sales are being made, a post-effective amendment to this
Registration Statement to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement of
any material change to such information in the Registration Statement.
2. The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, 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. The undersigned Registrant hereby undertakes 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. The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant'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 related to the securities
offered therein, and the offering of such securities at such time shall be
deemed to be the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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
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 its is against public policy as expressed in the Act,
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, 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 on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in Denver, Colorado, on the date
set forth below.
Dated: April 3, 2000
DermaRX Corporation
By: /s/ Maryanne Carroll
----------------------------
Maryanne Carroll, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Corporation and in the capacities and on the dates indicated.
Dated: April 3, 2000 /s/ Maryanne Carroll
--------------------------------
Maryanne Carroll, President
Director, Chairman
Dated: April 3, 2000 /s/ Alan Molk
--------------------------------
Alan Molk, Director
Dated: April 3, 2000 /s/ John Freeland
--------------------------------
John Freeland, Director
Form S-8 Registration Statement
EXHIBIT INDEX
The following Exhibits are filed as part of this Registration Statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:
Exhibit Number
In Registration
Statement Descriptions Numbered Page
- --------- ------------ -------------
5. Opinion of Counsel 10
10. Legal Services Agreement with M. Richard Cutler 11
23.1 Consent of Cutler Law Group 10
(included in Opinion of Counsel - Exhibit 5)
23.2 Consent of Paul W. Roberts, CPA 17