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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LEGAL ACCESS TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Chapter)
Nevada 87-0473323
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(State of (I.R.S. Employer
Incorporation) Identification No.)
2300 W. Sahara Ave., Suite 500, Las Vegas, NV 89102
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Telephone: (702) 312-6252
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(Address and Telephone Number of Principal Executive Offices)
2001 STOCK OPTION PLAN
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(Full Title of the Plan)
Michael Cane, 2300 W. Sahara Ave., Suite 500, Las Vegas, NV 89102
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Telephone: (702) 312-6255
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(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
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TITLE PROPOSED PROPOSED
OF MAXIMUM MAXIMUM
SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED (1) REGISTERED (2) SHARE (3) PRICE (3) FEE
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Common
Stock
$0.001 par
value 880,151 Shares $0.90 $792,136 $198.03
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(1) This registration statement covers the common stock issuable
upon the exercise of options issued under our 2001 Stock Option
Plan to employees of the registrant.
(2) This registration statement shall also cover an indeterminable
number of additional shares of common stock which may become
issuable under the 2001 Stock Option Plan by reason of any stock
dividend, stock split, re-capitalization 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) The Proposed Maximum Offering Price Per Share and Aggregate
Offering Price are based upon the last sales price of the Common
Stock of the Registrant at June 22, 2001 in accordance with Rule
457(h) of the Securities Act of 1933, as amended. These amounts
are calculated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h)(l) under Securities Act of
1933, as amended.
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Copies to:
Michael A. Cane
Cane & Company
2300 W. Sahara Ave., Suite 500
Las Vegas, Nevada 89102
(702) 312-6255
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Item 1. Plan Information. *
Item 2. Registrant Information and Employee Plan Annual
Information. *
* Information required by Part I to be contained in Section
10(a) prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, and
Note to Part I of Form S-8.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed by Legal Access Technologies, Inc.
(the "Company"), with the Securities and Exchange Commission are
incorporated by reference into this Registration Statement:
(1) The Company's Form 10KSB, as amended, filed with the Securities
and Exchange Commission on May 30, 2001;
(2) The Company's Form 14A filed with the Securities and Exchange
Commission on May 30, 2001;
(3) The Company's Quarterly Reports on Form 10QSB filed with the
Securities and Exchange Commission on May 15, 2001, November 20,
2000 and August 21, 2000;
(4) All other reports filed by the Company pursuant to Sections 13(a)
or 15(d) of the Exchange Act;
(5) The description of the Company's Common Stock, which is contained
in the Company's original Registration Statement, including any
amendment or report filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Company
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 herein and to be a part of this
Registration Statement from the date of the filing of such reports
and documents.
Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or
supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12 of the
Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel.
No expert or counsel named in this prospectus as having prepared or
certified any part of it or having given an opinion upon the
validity of the securities being registered or upon other legal
matters in connection with the registration or offering of the
common stock was employed on a contingency basis, or had, or is to
receive, in connection with the offering, a substantial interest,
direct or indirect, in the Company or any of its parents or
subsidiaries. Nor was any such person connected with the Company
or any of its parents or subsidiaries as a promoter, managing or
principal underwriter, voting trustee, director, officer, or
employee.
Cane & Company, LLC, Nevada legal counsel, has provided an opinion
on the validity of the Company's common stock.
Item 6. Indemnification of Directors and Officers.
The officers and directors of the Company are indemnified as
provided by the Nevada Revised Statutes (the "NRS") and the Bylaws
of the Company.
Unless specifically limited by a corporation's articles of
incorporation, the NRS automatically provides directors with
immunity from monetary liabilities. The Company's Articles of
Incorporation do not contain any such limiting language. Excepted
from that immunity are:
(a) a willful failure to deal fairly with the corporation or its
shareholders in connection with a matter in which the director
has a material conflict of interest;
(b) a violation of criminal law unless the director had reasonable cause
to believe that his or her conduct was lawful or no reasonable cause
to believe that his or her conduct was unlawful;
(c) a transaction from which the director derived an improper personal
profit; and
(d) willful misconduct.
The By-laws of the Company provide that the Company will indemnify
its directors and officers to the fullest extent not prohibited by
Nevada law; provided, however, that the Company may modify the
extent of such indemnification by individual contracts with its
directors and officers; and, provided, further, that the Company
shall not be required to indemnify any director or officer in
connection with any proceeding (or part thereof) initiated by such
person unless (i) such indemnification is expressly required to be
made by law, (ii) the proceeding was authorized by the
Board of Directors of the Company, (iii) such indemnification is provided
by the Company, in its sole discretion, pursuant to the powers vested
in the Company under Nevada law or (iv) such indemnification is
required to be made pursuant to the By-laws.
The By-laws of the Company provide that the Company will advance to
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director
or officer, of the Company, or is or was serving at the request of
the Company as a director or executive officer of another Company,
partnership, joint venture, trust or other enterprise, prior to the
final disposition of the proceeding, promptly following request
therefor, all expenses incurred by any director or officer in
connection with such proceeding upon receipt of an undertaking by
or on behalf of such person to repay said amounts if it should be
determined ultimately that such person is not entitled to be
indemnified under the By-laws of the Company or otherwise.
The By-laws of the Company provide that no advance shall be made by
the Company to an officer of the Company (except by reason of the
fact that such officer is or was a director of the Company in which
event this paragraph shall not apply) in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made
(i) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the proceeding, or
(ii) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, that the facts known to the
decision-making party at the time such determination is made
demonstrate clearly and convincingly that such person acted in bad
faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description of Document
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4.1 Stock Option Plan
5.1 Opinion of Cane & Company, LLC regarding the due
authorization and valid issuance of the shares of Common
Stock, with consent to use.
23.1 Consent of Smith & Company, Independent Auditors
24.1 Power of Attorney (included on the signature page of this
registration statement).
Item 9. Undertakings.
The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration:
(1) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(2) 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
(3) 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 that paragraphs (a) (1) and (2) 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 Company pursuant to
section 13 or section 15(d) of the Exchange Act that are
incorporated by reference herein.
(b) 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.
(c) To remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(2) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or 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 the time shall be deemed to be the
initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 Company of expenses incurred or paid by the director, officer or
controlling person of the Company 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 Company will, unless in the
opinion of the counsel the matter has been settled by controlling
precedent, submit to the appropriate jurisdiction the question of
whether such indemnification by it 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 the Securities Act of 1933, the
registrant, Legal Access Technologies, Inc., certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing a 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 Las Vegas, Nevada, on this 27th day
of June 2001.
LEGAL ACCESS TECHNOLOGIES, INC.
By: /s/ Michael Cane
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Michael Cane, President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
David Houston, as his true and lawful attorney-in-fact and agent
with full power of substitution and re-substitution for him and his
name, place and stead, in any and all capacities, to sign any or
all amendments to this Registration Statement (including post-
effective amendments or any abbreviated registration statements and
any amendments thereto filed pursuant to Rule 462(b) increasing the
number of securities for which registration is sought) and to file
the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in and about the foregoing, as fully to all intents and
purposes as he might or could do in person hereby ratifying and
confirming all that said attorney-in-fact, or his substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
person in the capacities and on the date indicated.
Signature Title Date
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/s/ Michael Cane President, Secretary & Director
- ------------------------- (Principal Executive Officer) June 27th, 2001
Michael Cane
/s/ Elliot Schear Vice President & Director June 27th, 2001
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Elliot Schear
Chief Financial Officer
/s/ Steven D. Fellows (Principal Financial Officer) June 27th, 2001
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Steven D. Fellows
/s/ Russell R. Roth Director June 27th, 2001
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Russ Roth