AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 2002
REGISTRATION NO. _______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PrimeLink Systems, Inc.
-------------------------
(Exact name of Registrant as specified in its charter)
Delaware 72-1186845
- --------------------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
10135 Hereford Road
-------------------
Folsom, Louisiana 70437
(Address of Principal Executive Offices, including ZIP Code)
2002 Non-Qualified Stock Compensation Plan
(Full title of the plan)
CT Corporation Systems, Inc.
----------------------------
1209 Orange Street
Wilmington, DE 19801
(Name and address of agent for service)
(302) 658-7581
--------------
(Telephone number, including area code, of agent for service)
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
common stock . . . . 1,000,000 $ .46 (1) $ 460,000.00 $ 42.32
- -------------------- ---------------- ----------------- ------------------ -------------
.001 par value
common stock
underlying stock
options. . . . . . . 500,000 $ .46 (2) $ 230,000.00 $ 21.16
- -------------------- ---------------- ----------------- ------------------ -------------
TOTALS . . . . . . . 1,500,000 $ .46(1) $ 690,000.00 $ 63.48
- -------------------- ---------------- ----------------- ------------------ -------------
(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 reported and last sale reported on the OTC Bulletin Board as
of January 25, 2002.
(2) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(g) under the Securities
Act and is calculated upon the price of the securities in the same class.
2
PROSPECTUS
PrimeLink Systems, Inc.
1,500,000 Shares Of Common Stock
This prospectus relates to the offer and sale by PrimeLink Systems, Inc., a
Delaware corporation, of shares of its $.001 par value per share common stock
to employees, directors, officers, consultants, advisors and other persons
associated with PrimeLink Systems, Inc. pursuant to the 2002 Non-Qualified Stock
Compensation Plan (the "Stock Plan"). Pursuant to the Stock Plan, PrimeLink
Systems, Inc. is registering hereunder and then issuing, upon receipt of
adequate consideration therefore, 1,000,000 shares of common stock and 500,000
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 PrimeLink
Systems, Inc. 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.
PrimeLink Systems, Inc. is registering 500,000 shares for affiliates of the
company. An affiliate is summarily, any director, executive officer or
controlling shareholder of PrimeLink Systems, Inc. or any one of its
subsidiaries. An "affiliate" of PrimeLink Systems, Inc. is subject to Section
16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The common stock is traded on the OTC Bulletin Board under the symbol "PMLK."
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 January 31, 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 contract or other documents filed as an exhibit to either
the registration statement or other filings by PrimeLink Systems, Inc. with the
Commission are qualified in their entirety by 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: PrimeLink Systems,
Inc., 10135 Hereford Road, Folsom, Louisiana 70437. PrimeLink Systems, Inc.'s
telephone number is (985) 796-5806.
PrimeLink Systems, Inc. is subject to the reporting requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports and other information with the Commission. These reports, as well
as the proxy statements and other information filed by PrimeLink Systems, Inc.
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 PrimeLink Systems, Inc. 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 PrimeLink Systems, Inc. since the date hereof.
4
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 13
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT. . . . . . . . . . . . . . . . 13
Item 3. Incorporation of Documents by Reference. . . . . . . . . . . . . . . . . 13
Item 4. Description of Securities. . . . . . . . . . . . . . . . . . . . . . . . 14
Item 5. Interests of Named Experts and Counsel . . . . . . . . . . . . . . . . . 14
Item 6. Indemnification of Officers, Directors, Employees and Agents . . . . . . 14
Item 7. Exemption from Registration Claimed. . . . . . . . . . . . . . . . . . . 15
Item 8. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Item 9. Undertakings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
EXHIBIT INDEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5
PART 1
INFORMATION REQUIRED IN THE SECTION 10(A)
PROSPECTUS
ITEM 1. THE PLAN INFORMATION.
THE COMPANY
PrimeLink Systems, Inc. has its principal executive offices at 10135
Hereford Road, Folsom, Louisiana 70437. PrimeLink Systems, Inc.'s telephone
number is (985) 796-5806.
In evaluating an investment in the common stock of PrimeLink Systems, Inc.
(the "Company"), the following risk factors should be considered:
THE INDUSTRIES THAT THE COMPANY SERVES ARE SUBJECT TO RAPID TECHNOLOGICAL AND
REGULATORY CHANGE . The Company derives and anticipates that it will continue
to derive a substantial portion of its revenue from customers in the
telecommunications industry. The telecommunications industry is subject to rapid
changes in technology and governmental regulation. Changes in technology may
reduce the demand for the services that the Company provides. New or developing
technologies could displace the wireline systems used for the transmission of
voice, video and data, and improvements in existing technology may allow
telecommunications providers to significantly improve their networks without
physically upgrading them. Additionally, the telecommunications industry has
been characterized by a high level of consolidation that may result in the loss
of one or more customers. Loss of customers will have a material adverse affect
on the Company's operations.
THE VOLUME OF WORK THAT THE COMPANY RECEIVES FROM ITS CUSTOMERS IS DEPENDENT ON
THEIR FINANCIAL RESOURCES AND ABILITY TO OBTAIN CAPITAL. The volume of work
awarded under contracts with certain of the Company's telecommunications
customers is subject to periodic appropriations or rate increase approvals
during each contract's term. If a customer of the Company's fails to receive
sufficient appropriations or rate increase approvals, that customer could reduce
the volume of work that it awards to the Company or delay its payments to the
Company. These outcomes could affect the Company negatively. In addition, a
number of other factors, including financing conditions for the industry, could
adversely affect the Company's customers and their ability or willingness to
fund capital expenditures in the future. These factors could also have a
material adverse effect on the Company's results of operations.
THE COMPANY FACES NUMEROUS COMPETITORS, AND POTENTIAL COMPETITORS FACE FEW
BARRIERS TO ENTRY. The industries in which the Company
6
operates are highly competitive and the Company competes with other companies in
most of the markets in which it operates. The Company may also face competition
from existing or prospective customers who employ in-house personnel to perform
some of the same types of services as the Company provides. There are relatively
few significant barriers to entry into the markets in which the Company
operates, and as a result, any organization that has adequate financial
resources and access to technical expertise may become one of its competitors.
Competition will affect the operating results that the Company is able to
achieve.
MANY OF THE COMPANY'S CONTRACTS MAY BE CANCELED ON SHORT NOTICE, AND THE
COMPANY MAY BE UNSUCCESSFUL IN REPLACING ITS CONTRACTS AS THEY ARE COMPLETED OR
EXPIRE. The Company provides a significant portion of its services on a
non-recurring, project by project basis. It could experience a material adverse
effect on its results of operations and financial condition if the Company's
customers cancel a significant number of contracts, or it fails to win a
significant number of its existing contracts upon re-bid, or it completes the
required work under a significant number of our non-recurring projects and
cannot replace them with similar projects.
THE COMPANY EXPERIENCES VARIATIONS IN REVENUE AND NET INCOME AS IT COMMENCES OR
COMPLETES WORK. Its contracts typically require significant start-up costs in
one quarterly period, but the Company typically does not realize the benefit of
the contractual revenue until subsequent periods. The completion of major
contracts may affect the Company's quarterly results for similar reasons. In
addition, the amount and type of work that it performs at any given time and the
general mix of customers for which the Company performs work can vary
significantly from quarter to quarter, affecting the Company's quarterly
results.
IF THE COMPANY IS UNABLE TO EXPAND ITS INFRASTRUCTURE, IT WILL NOT BE SUCCESSFUL
IN MANAGING ITS RAPID GROWTH. The Company's anticipated growth could
significantly strain its operational infrastructure and financial resources. To
manage that growth effectively, the Company will need to continuously enhance
its information systems and its operational and financial systems and controls.
The Company's business and results of operations may be adversely affected if it
is unable to expand and continuously improve its operational infrastructure.
THE COMPANY MAY HAVE DIFFICULTY IDENTIFYING AND FINANCING ACQUISITIONS. It has
grown rapidly through internal growth and may consider acquisitions of other
companies in the future to enhance its growth. The Company may face increased
competition for acquisition candidates which generally raises prices for these
targets and lengthens the time required to recoup its investment. The Company's
acquisition strategy presents the risks inherent in assessing the value,
strengths and weaknesses of growth opportunities, and evaluating the costs and
uncertain returns of expanding its operations. The Company cannot assure an
investor that it will be able to identify and acquire appropriate businesses on
favorable terms or at all, that it will be able to obtain financing for
acquisitions on
7
favorable terms if at all, or that the companies that it acquires will perform
as the Company expects. The Company's future acquisitions could also result in
issuing additional shares of its capital stock, which could dilute its existing
shareholders, incurring additional debt to finance the acquisitions, which could
require the Company to agree to restrictive covenants and which might limit its
operational and financial flexibility; or using its cash, which would reduce the
funds that it has available for other corporate purposes.
THE COMPANY MAY HAVE DIFFICULTY INTEGRATING THE BUSINESSES THAT IT ACQUIRES.
Once it has acquired a business, the integration process may require the Company
to change its operating methods and strategies. The integration of an acquired
business may divert the attention of its management of the acquired business
from its day-to-day responsibilities. It may also become responsible for
liabilities of an acquired business that it may not have discovered prior to an
acquisition. Any difficulties that are encountered in the integration process
could reduce the earnings it generates from an acquired business, which may have
a material adverse effect on the results of its operations.
THE COMPANY IS EFFECTIVELY SELF-INSURED AGAINST MANY POTENTIAL LIABILITIES.
Although it maintains insurance policies with respect to automobile, general
liability, workers' compensation and employee group health claims, those
policies are generally subject to certain deductibles and policy limits the
company believes to be appropriate based on its evaluation of risk within its
recurring business operations. However, if the Company were to experience
insurance claims or costs above our estimates and were unable to offset such
increases with earnings, its business could be materially and adversely
affected.
THE COMPANY IS CONTROLLED BY A SMALL NUMBER OF ITS EXISTING STOCKHOLDERS. The
management and members of their families beneficially own more than 35% of the
outstanding shares of our common stock. Accordingly, they will remain in a
position to effectively to control the vote of most matters submitted to the
Company's shareholders, including any merger, consolidation or sale of all or
substantially all of its assets; to elect all of the members of its Board of
Directors; to prevent or cause a change in its control; and to decide whether
the Company will issue additional common stock or other securities or declare
dividends. These stockholders' ability to exercise significant control over the
Company may discourage, delay or prevent a takeover attempt that a shareholder
might consider in his or her best interest and that might result in them
receiving a premium for their common stock.
THE COMPANY'S QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY. The
Company has experienced and expects to continue to experience quarterly
variations in revenues and net income as a result of many factors, including:
the timing and volume of customers' construction and maintenance projects;
budgetary spending patterns of customers; the commencement or termination of
significant agreements with its customers, costs incurred to support growth
internally or through acquisitions; fluctuations in results of operations caused
by acquisitions; changes in its mix of customers, contracts and business
activities; and
8
fluctuations in insurance expense accruals due to changes in claims experience.
Revenues and net income in any calendar quarter have in the past been, and may
in the future be, adversely affected by weather conditions and year-end
budgetary spending patterns of the Company's customers.
THE COMPANY DEPENDS ON A SMALL GROUP OF KEY CUSTOMERS. Its customer base is
highly concentrated. The top five customers in fiscal 2000 accounted in the
aggregate for almost all of the Company's total contract revenues. The Company
believes that a substantial portion of its contract revenues and operating
income will continue to be derived from a concentrated group of key customers.
The loss of any key customer, if not replaced, could have a material adverse
effect on the Company's business.
SUCCESSFUL COMPLETION AND UTILIZATION OF THE COMPANY'S FIBER NETWORK DEPENDS ON
MANY FACTORS. Meeting its business objectives will largely depend on the
Company's ability to complete and efficiently market its fiber network. The
Company must also achieve sufficient sales volume with its networks in order to
fully realize the expected cash flows, operating efficiencies and cost benefits.
The successful completion of its fiber network depends upon many factors, some
of which are beyond its control, including: gaining access to sufficient
capital; obtaining access to rights-of-way; the timely granting of franchise
agreements; the availability of construction contractors; timing conflicts with
other fiber projects which could increase contractor costs; the pricing and
availability of advanced fiber optic cable; construction delays; and cost
overruns. Although the Company believes that its cost estimates and build out
schedule are reasonable, it can not give any assurances that the actual
construction costs or time required to complete the construction of its fiber
network will match its estimates.
INCREASING SUPPLY COULD EXCEED DEMAND AND REDUCE PRICES. The Company expects
that prices for fiber, bandwidth and data services will decline over the next
several years as the deployment of new fiber networks add substantially more
supply than in the past. Additionally, technological advances such as dense wave
division multiplexing, high speed optical transmission electronics and packet
switching will substantially increase the transmission capacity of fiber at much
lower costs. The Company cannot give any assurances that it will be able to
achieve increased sales volumes at acceptable prices and volumes to support its
networks. Its financial condition could be adversely affected if it is unable to
successfully market the capacity of its network or adequately utilize our
network capacity for internal traffic.
THE COMPANY WILL NEED ADDITIONAL CAPITAL AFTER 2000 TO FINANCE FURTHER
EXPANSION OF ITS FIBER NETWORK . The Company estimates that its total capital
requirements for the next several years will be substantial. It cannot give any
assurances that the anticipated sources of working capital will continue to be
available, that it has anticipated all future costs, or that its expected
financial resources will be sufficient to cover future expenditures. Company
revenues and costs are dependent upon factors that are not within its control,
such as regulatory changes, changes in technology, and increased competition.
Due to
9
the uncertainty of these factors, actual revenues and costs may vary from
expected amounts, and such variations are likely to affect the Company's future
capital requirements. Working capital is expected to be used, among other
purposes, for: expansion of the fiber network; installation of additional voice
and data switches; co-locating in the central offices of local telephone
companies; opening new sales offices; recruiting and training new personnel;
and additional and increased marketing expenses. The Company will need
additional capital after 2000 to finance further expansion of its fiber
networks. The actual amount and timing of future capital requirements may differ
from the Company's estimates, depending on the demand for services, regulatory,
technological and competitive developments, new market developments and new
opportunities. The Company may also require additional capital in the future, or
sooner than currently anticipated, for new business activities related to its
current and planned businesses or in the event the Company decides to make
additional acquisitions or enter into joint ventures and strategic alliances.
Sources of additional capital may include cash flow from operations, public and
private equity, debt financings, vendor financings and sales of dark fiber or
infrastructure. If the Company fails to generate or raise enough capital, some
or all of its future expansion plans may be delayed or abandoned, which could
have a material adverse effect on the Company.
THE COMPANY'S COMMON COMMON STOCK PRICE MAY BE VOLATILE . The market price for
the Common Stock has been, and may continue to be, highly volatile. Numerous
factors could have a significant effect on the market price of the Common
Stock. Such factors include the announcements of fluctuations in operating
results, new contracts or customers and acquisitions by either the Company or
one of its competitors. The market price of shares of Common Stock is also
influenced by market conditions for telecommunications or telecommunications
services company stocks and their service companies in general and by changes in
recommendations or earnings estimates by securities analysts. In addition, the
stock market has experienced significant price and volume fluctuations in recent
years that have been unrelated or disproportionate to the operating performance
of companies. These broad fluctuations may adversely affect the market price of
the Company's Common Stock.
FUTURE SALES OF THE COMPANY'S COMMON STOCK COULD ADVERSELY AFFECT THE STOCK
PRICE. Future sales of substantial amounts of Common Stock in the public
market, or the perception that such sales could occur, could adversely affect
the market price of the Common Stock
DEPENDENCE ON KEY PERSONNEL The success of the Company will be largely dependent
on the efforts of the members of the management of the Company. While the
Company has entered into employment agreements with various members of the
management of the Company, there can be no assurance that such persons will
continue their employment with the Company. The loss of the services of one or
more of such key personnel would have a material adverse effect on the Company.
The success of the Company also is dependent upon its ability to hire and retain
additional qualified executive, engineering and marketing personnel. There can
be no assurance that the Company will be able to hire or retain such necessary
personnel. The Company does not presently have "key man" life insurance with
respect to members of its management.
10
NO DIVIDENDS ANTICIPATED TO BE PAID The Company does not anticipate paying cash
dividends in the foreseeable future. The future payment of dividends is directly
dependent upon future earnings of the Company, its financial requirements and
other factors to be determined by the Company's Board of Directors. For the
foreseeable future, it is anticipated that any earnings which may be generated
from the Company's operations will be used to finance the growth of the Company
and that cash dividends will not be paid to stockholders.
LIMITED MARKET FOR THE COMPANY'S SECURITIES. There is currently only a limited
trading market for the Common Stock of the Company. The Common Stock of the
Company trades on the OTC Bulletin Board under the symbol "PMLK," which is a
limited market and subject to substantial restrictions and limitations in
comparison to the NASDAQ System or the American Stock Exchange (AMEX). While the
Company expects to apply for inclusion of its Common Stock either on NASDAQ
(Small Cap) or AMEX at such time as its securities comply with applicable
criteria for inclusion, there can be no assurances that the Company's Common
Stock will ever qualify for inclusion within the NASDAQ or AMEX System or that
more than a limited market will ever develop for its Common Stock.
BROKER-DEALER SALES OF SHARES. The NASDAQ Stock Market, Inc., has entry and
maintenance criteria for listing eligibility on The NASDAQ SmallCap Market. The
entry standards require at least $5,000,000 in equity or $750,000 in net income
in two of the last three years. The entry standards also require a public float
of at least 1,000,000 shares, a $5,000,000 market value of public float, a
minimum bid price of $4.00 per share, at least 3 market markers, and at least
300 shareholders. The maintenance standards (as opposed to entry standards)
require at least $2,500,000 in equity or $500,000 in income in two of the last
three years, a public float of at least 500,000 shares, a $1,000,000 market
value of public float, a minimum bid price of $1.00 per share, at least two
market makers, and at least 300 shareholders. As a result the Company's Common
Stock may be covered by a Securities and Exchange Commission rule that opposes
additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited investors
(generally institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse). For transactions covered by the rule, the
broker-dealer must make a special suitability determination for the purchaser
and receive the purchaser's written agreement to the transaction prior to the
sale. Consequently, the rule may affect the ability of broker-dealers to sell
the Company's securities and may also affect the ability of stockholders to sell
their shares in the secondary market.
IT IS NOT POSSIBLE TO FORESEE ALL RISKS WHICH MAY AFFECT THE COMMON STOCK OF THE
COMPANY. MOREOVER, THE COMPANY CANNOT PREDICT WHETHER IT WILL SUCCESSFULLY
EFFECTUATE ITS CURRENT BUSINESS PLAN. EACH POTENTIAL HOLDER OF SHARES OF COMMON
STOCK IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITS OF SUCH AN
INVESTMENT, INCLUDING THE RISK FACTORS DISCUSSED ABOVE.
11
PURPOSE
PrimeLink Systems, Inc. will issue common stock to employees, directors,
officers, consultants, advisors and other persons associated with PrimeLink
Systems, Inc. pursuant to the Stock Plan, which has been approved by the Board
of Directors of PrimeLink Systems, Inc. The Stock Plan is intended to provide a
method whereby PrimeLink Systems, Inc. may be stimulated by the personal
involvement of its employees, directors, officers, consultants, advisors and
other persons in PrimeLink Systems, Inc.'s business and future prosperity,
thereby advancing the interests of Prime Link Systems, Inc. and all of its
shareholders. A copy of the Stock Plan has been filed as an exhibit to this
registration statement.
COMMON STOCK
The Board has authorized the issuance of 1,500,000 shares of the common
stock to certain of the above-mentioned persons upon effectiveness of this
registration statement.
NO RESTRICTIONS ON TRANSFER
Recipients of shares of common stock 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 TREATMENT TO THE RECIPIENTS
The common stock is not qualified under Section 401(a) of the Internal
Revenue Code. A recipient, 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. Accordingly, absent
a specific contractual provision to the contrary, the recipient 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. Each recipient is urged to
consult his tax advisors on this matter.
TAX TREATMENT TO THE COMPANY
The amount of income recognized by a recipient hereunder in accordance with
the foregoing discussion will be a tax deductible expense by PrimeLink Systems,
Inc. for federal income tax purposes in the taxable year of PrimeLink Systems,
Inc. during which the recipient recognizes income.
12
RESTRICTIONS ON RESALE
In the event that an affiliate of PrimeLink Systems, Inc. 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 PrimeLink Systems, Inc. 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. PrimeLink Systems, Inc. has agreed that for the purpose of any "profit"
computation under Section 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: PrimeLink Systems, Inc., 10135 Hereford Road, Folsom, Louisiana
70437, where its telephone number is (985) 796-5806.
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 PrimeLink Systems, Inc., a Delaware corporation (the
"Company"), are incorporated herein by reference:
(a) The Company's latest Annual Report on Form 10-KSB for the year ended
December 31, 2000, filed with the Securities and Exchange Commission;
13
(b) The reports of the Company 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 December 31, 2000; and
(c) All other documents filed by the Company 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 to this
registration statement 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.
The financial statements of PrimeLink Systems, Inc. are incorporated by
reference in this prospectus as of and for the year ended December 31, 2000 and
have been audited by LaPorte, Sehrt, Romig and Hand, A Professional Accounting
Corporation and independent certified public accountants, as set forth in their
report incorporated herein by reference, and are incorporated herein in reliance
upon the authority of said firm as experts in auditing and accounting.
Brown & Associates, PLLC has rendered an opinion on the validity of the
securities being registered. Brown & Associates, PLLC is not an affiliate of
PrimeLink Systems, Inc.
ITEM 6. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS.
Under Delaware law, a corporation may indemnify its directors, officers,
employees and agents under certain circumstances, including indemnification of
such persons against liability under the Securities Act of 1933, as amended.
Those circumstances include that a director, officer, employee or agent may be
indemnified if the person acted in good faith and in a manner the person
reasonably believed to be in the best interests of the corporation. A true and
correct
14
copy of Section 145 of the General Corporation Law of the State of Delaware that
addresses indemnification of directors, officers, employees and agents is
attached hereto as Exhibit 99.1.
Article Seventh of the Certificate of Incorporation of PrimeLink Systems,
Inc. provides that a director or officer shall be indemnified to the fullest
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware. Indemnification of any other persons, such as employees or agents of
the corporation, shall be determined in the sole and absolute discretion of the
Board of Directors of the corporation.
The effect of these provisions may be to limit the rights of PrimeLink
Systems, Inc. and its stockholders (through stockholders' derivative suits on
behalf of PrimeLink Systems, Inc.) to recover monetary damages and expenses
against a director for breach of fiduciary duty.
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 reference:
Exhibit No. Title
- ------------ -----
5.1 Legal opinion of Brown & Associates, PLLC
10.1 2002 Non-Qualified Stock Compensation Plan
23.1 Consent of Brown & Associates, PLLC
23.2 Consent of LaPorte, Sehrt, Romig and Hand,
A Professional Accounting Corporation.
99.1 Section 145 of the General Corporation Law
of the State of Delaware
ITEM 9. UNDERTAKINGS. The undersigned registrant hereby undertakes:
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(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
required to be presented by
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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.
(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) of the Securities Exchange 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 Folsom, State of Louisiana, on January 31, 2002.
PrimeLink Systems, Inc.
(Registrant)
/s/ John R. Wade
- -------------------
John R. Wade
Chairman and CEO
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
/s/ John R. Wade . . . . President, Chief Executive
- ------------------------
John R. Wade . . . . . . Officer and Director January 31, 2002
- ------------------------ -------------------------- ----------------
/s/ Walter R. Green, Jr. Chief Financial Officer
- ------------------------
Walter R. Green, Jr. . . and Director January 31, 2002
/s/ Michael D. English . Chief Operating Officer
- ------------------------
Michael D. English . . . and Director January 31, 2002
/s/ Bobby R. Clemons . . Executive Vice President
- ------------------------
Bobby R. Clemons . . . . and Director January 31, 2002
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INDEX TO EXHIBITS
Exhibit No. Title
- ------------ -----
5.1 Legal opinion of Brown & Associates, PLLC
10.1 2002 Non-Qualified Stock Compensation Plan
23.1 Consent of Brown & Associates, PLLC
23.2 Consent of LaPorte, Sehrt, Romig and Hand,
A Professional Accounting Corporation
99.1 Section 145 of the General Corporation Law of
the State of Delaware