SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
E-REX, INC.
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(Exact Name of Company as specified in its charter)
Nevada 000-27319 88-0292890
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(State of Incorporation) (Commission file No.) (IRS Employer
ID Number)
11645 Biscayne Boulevard, Suite 210
Miami, Florida 33181
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(Address of principal executive offices)
CONSULTING AGREEMENT BETWEEN E-REX, INC., AND
JEFFREY M. HARVEY
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(Full title of the Agreement)
Carl Dilley, President
E-REX, Inc.
11645 Biscayne Boulevard, Suite 210
Miami, Florida 33181
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(Name and address of agent for service)
Company's telephone number: (305) 895-3350
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share(1) Price(1) Registration Fee
Common Shares 75,000 $0.20 $15,000 $100 Minimum Fee
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The document(s) containing the information concerning the Agreement
between E-REX, INC. (the "Company"), and JEFFREY M. HARVEY dated March 1, 2001,
required by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the statement of availability of registrant
information, employee benefit plan annual reports and other information required
by Item 2 of Form S-8 will be sent or given to participants as specified in Rule
428. In accordance with Rule 428 and the requirements of Part I of Form S-8,
such documents are not being filed with the Securities and Exchange Commission
(the "Commission") either as part of this registration statement on Form S-8
(the "Registration Statement") or as prospectuses or prospectus supplements
pursuant to Rule 424. The Company will maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the Company shall
furnish to the Commission or its staff a copy or copies of all of the documents
included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference into
this Prospectus:
a. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999;
b. The Company's Quarterly Reports on Form 10-QSB for the fiscal quarters
ended March 31, 2000, June 30, 2000 and September 30, 2000; and
c. The Company's Current Reports on Forms 8-K subsequent to September 30,
2000, and up to and including the date of filing of this Registration statement.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated in this Registration Statement by reference and to
be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in a supplement to
this Registration Statement or in a document incorporated by reference herein,
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 subsequently
filed supplement to this Registration Statement or in any document that is
subsequently incorporated by reference herein modifies or supersedes such
statement. Any 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 authorized stock of the Company consists of 100,000,000 authorized
shares of Common Stock, par value $.001 per share, approximately 23,642,146
shares of which were outstanding as of December 31, 2000.
Each share of Common Stock is entitled to one vote, either in person or by
proxy, on all matters that may be voted upon by the owners thereof at a meeting
of the shareholders, including the election of directors. The holders of Common
Stock (i) have equal, ratable rights to dividends from funds legally available
therefore, when, as and if declared by the Board of Directors of the Company;
(ii) are entitled to share ratably in all of the assets of the Company available
for distribution to holders of Common Stock upon liquidation, dissolution or
winding up of the affairs of the Company; (iii) do not have preemptive or
redemption provisions applicable thereto; and (iv) are entitled to one
noncumulative vote per share on all matters on which shareholders may vote at
all meetings of shareholders.
All shares of Common Stock issued and outstanding are, and those offered
hereby, when issued, will be fully paid and nonassessable, with no personal
liability attaching to the ownership thereof.
Transfer Agent, Registrar and Warrant Agent
The Company has appointed Nevada Agency and Trust, 50 West Liberty, Suite
880, Reno, NV 89501 as transfer agent and registrar for the Common Stock and
Preferred Stock.
ITEM 5. Interests of Named Experts and Counsel.
Jeffrey M. Harvey, counsel to the Registrant, will own 75,000 common shares
of the Registrant pursuant to this registration.
ITEM 6. Indemnification of Directors and Officers.
Registrant's Articles of Incorporation and Bylaws and the Nevada General
Corporation Law provide for indemnification of directors and officers against
certain liabilities. In general, officers and directors of Registrant are
indemnified against expenses actually and reasonably incurred in connection with
proceedings, whether civil or criminal, provided that it is determined that they
acted in good faith, and are not deemed to be liable to Registrant for
negligence or misconduct in the performance of their duties.
ITEM 7. Exemption From Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
Exhibit Number Description
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4.1 Agreement between E-REX, Inc., and JEFFREY M. HARVEY dated
March 1, 2001.
5 Opinion of Counsel, The Business Law Group.
23.1 Consent of Varma and Associates, Independent Certified
Public Accountants.
23.2 Consent of The Business Law Group (Included in Exhibit 5).
ITEM 9. Undertakings
1. The Registrant hereby undertakes:
(a) 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;
(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
formation set forth in the registration statement
(iii) 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;
(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
bonafide offering thereof.
(c) 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.
2. The 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 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 herein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Miami, State of Florida, on this 1st day of March,
2001.
E-REX, INC.
By: /s/ Carl Dilley
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Carl Dilley, CEO
In accordance with the requirements of the Securities Act of 1933 as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
SIGNATURE TITLE DATE
/s/ Carl Dilley CEO/President/Director 3/1/01
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Carl Dilley
/s/ Donald A. Mitchell Chairman/Director 3/1/01
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Donald A. Mitchell
/s/ Jeff Harvey Director 3/1/01
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Jeff Harvey
EXHIBIT INDEX
Exhibit Number Description
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4.1 Agreement between E-REX, Inc., and Jeffrey M. Harvey dated
March 1, 2001.
5 Opinion of Counsel, The Business Law Group
23.1 Consent of Varma & Associates Independent Certified Public
Accountants.
23.2 Consent of The Business Law Group (Included in Exhibit 5).