United States Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
CIMBIX CORPORATION
(Exact Name of Registrant as Specified in its Charter)
WASHINGTON 91-2060082
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
SUITE 112, 5415 CAMERON STREET
LAS VEGAS, NEVADA 89118
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (415) 924-9164
All Correspondence to:
DONALD WALKER
99 Elm Avenue
Larkspur, California 94939
(415) 924-9164
Copy to:
Bruce H. Haglund, Esq.
Gibson, Haglund & Paulsen
2 Park Plaza, Suite 450
Irvine, California 92614
(949) 733-1101
Amended and Restated 2005 Consulting Services Plan
(Full Title of the Plan)
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Title of Proposed Proposed Amount
Securities Amount Maximum Maximum of
to be to be Offering Price Aggregate Fee
Registered Registered(1) per Share (2) Offering Price
- ----------------------------------------------------------------------------
Common Stock,
$0.0001 par value: 2,000,000 $0.18 $360,000 $42.37
- -----------------------------------------------------------------------------
1. Represents shares to be registered and reserved for issuance pursuant to
the Company's compensation plan for consultants and advisors of which
350,000 common shares are to be issued to Vikram Khanna (the "Consultant") to
provide consulting services in connection with due diligence and marketing
strategies and evaluation for the Company and, at the same time, compensate
the Consultant for said consulting services. The term of the Consulting
Agreement is one (1) year subject to term extensions of up to 180 days
pursuant to each amendment. The Consulting Agreement may be further renewed
only by the mutual written agreement of the parties. The Company or the
Consultant may terminate the Consulting Agreement at any time by 30 days
written notice to the other party subject to outstanding obligations. The
Consulting Agreement qualifies as an Employee Benefit Plan as defined under
Rule 405 of Regulation C.
1. Represents shares to be registered and reserved for issuance pursuant to
the Company's compensation plan for consultants and advisors of which
300,000 common shares are to be issued to Keith Burand (the "Consultant") to
provide consulting services in connection with business development
strategies and product marketing for the Company and, at the same time,
compensate the Consultant for said consulting services. The term of the
Consulting Agreement is one (1) year subject to term extensions of up to 180
days pursuant to each amendment. The Consulting Agreement may be further
renewed only by the mutual written agreement of the parties. The Company or
the Consultant may terminate the Consulting Agreement at any time by 30 days
written notice to the other party subject to outstanding obligations. The
Consulting Agreement qualifies as an Employee Benefit Plan as defined under
Rule 405 of Regulation C.
1. Represents shares to be registered and reserved for issuance pursuant to
the Company's compensation plan for consultants and advisors of which
300,000 common shares are to be issued to Ron Balconi (the "Consultant") to
provide consulting services in connection with product due diligence and
development opportunities for the Company and, at the same time, compensate
the Consultant for said consulting services. The term of the Consulting
Agreement is one (1) year subject to term extensions of up to 180 days
pursuant to each amendment. The Consulting Agreement may be further renewed
only by the mutual written agreement of the parties. The Company or the
Consultant may terminate the Consulting Agreement at any time by 30 days
written notice to the other party subject to outstanding obligations. The
Consulting Agreement qualifies as an Employee Benefit Plan as defined under
Rule 405 of Regulation C.
1. Represents shares to be registered and reserved for issuance pursuant to
the Company's compensation plan for consultants and advisors of which
350,000 common shares are to be issued to Englocan Limited (the "Consultant")
to provide consulting services in connection with market evaluation and
product feasibility for the Company and, at the same time, compensate
the Consultant for said consulting services. The term of the Consulting
Agreement is one (1) year subject to term extensions of up to 180 days
pursuant to each amendment. The Consulting Agreement may be further renewed
only by the mutual written agreement of the parties. The Company or the
Consultant may terminate the Consulting Agreement at any time by 30 days
written notice to the other party subject to outstanding obligations. The
Consulting Agreement qualifies as an Employee Benefit Plan as defined under
Rule 405 of Regulation C.
1. Represents shares to be registered and reserved for issuance pursuant to
the Company's compensation plan for consultants and advisors of which
350,000 common shares are to be issued to Doreen Cosgrove (the "Consultant")
to provide consulting services in connection with market evaluation and
product feasibility for the Company and, at the same time, compensate the
Consultant for said consulting services. The term of the Consulting Agreement
is one (1) year subject to term extensions of up to 180 days pursuant to each
amendment. The Consulting Agreement may be further renewed only by the mutual
written agreement of the parties. The Company or the Consultant may terminate
the Consulting Agreement at any time by 30 days written notice to the other
party subject to outstanding obligations. The Consulting Agreement qualifies
as an Employee Benefit Plan as defined under Rule 405 of Regulation C.
1. Represents shares to be registered and reserved for issuance pursuant to
the Company's compensation plan for consultants and advisors of which
350,000 common shares are to be issued to Stratus Investments Group Inc. (the
"Consultant") to provide consulting services in connection with market
evaluation and product feasibility for the Company and, at the same time,
compensate the Consultant for said consulting services. The term of the
Consulting Agreement is one (1) year subject to term extensions of up to 180
days pursuant to each amendment. The Consulting Agreement may be further
renewed only by the mutual written agreement of the parties. The Company or
the Consultant may terminate the Consulting Agreement at any time by 30 days
written notice to the other party subject to outstanding obligations. The
Consulting Agreement qualifies as an Employee Benefit Plan as defined under
Rule 405 of Regulation C.
2. The prices hereof may change prior to the effective date of the
Registration Statement; therefore, such prices are estimated solely for
the purposes of computing the registration fee pursuant to Rule 457(a).
3. Computed pursuant to Rule 457(c) of the Securities Act of 1933, as
amended solely for the purpose of calculating the registration fee and not
as a representation as to any actual proposed price. The offering price per
share, maximum aggregate offering price and registration fee is based upon
the price at the close of market on June 17, 2005.
4. This Registration Statement shall also cover any additional shares of
common stock which become issuable by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
outstanding shares of common stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Incorporation of Documents by Reference
The Securities and Exchange Commission allows us to "incorporate by reference"
the information we file with them, which means that we can disclose important
information to you by referring you to documents we file with the Securities
and Exchange Commission. The information incorporated by reference is
considered to be part of this Registration Statement. Information that we
file later with the Securities and Exchange Commission will automatically
update and supersede this information. We incorporate by reference the
documents listed below and any future filings we will make with the
Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act until all of the shares covered by this registration
Statement have been sold or deregistered:
(a) Our Quarterly Report on Form 10-QSB filed on May 23, 2005; and
subsequent amendments filed thereto for the quarter ending March 31, 2005;
(b) Our Form 8-K filed on April 7, 2005;
(c) Our Form S-8 filed on March 9, 2005;
(d) Our Quarterly Report on Form 10-QSB filed on February 18, 2005; and
subsequent amendments filed thereto for the quarter ending December 31,
2004;
(e) Our Annual Report on Form 10-KSB filed on February 14, 2005 which
includes audited financial statements as of and for the year ended September
30, 2004;
(f) Our Form 8-K filed on January 7, 2005;
(g) Our Form 8-K filed on September 28, 2004;
(h) Our Quarterly Report on Form 10-QSB filed on August 24, 2004, and
subsequent amendments filed thereto for the quarter ending June 30, 2004;
(i) Our Quarterly Report on Form 10-QSB filed on June 28, 2004, and all
subsequent amendments filed thereto for the quarter ending March 31, 2004;
(j) Our Articles of Incorporation and Amendments thereto, and our Bylaws;
(k) All other documents filed by us after date of this Registration Statement
under Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superceded
for the purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supercedes such
statement. Any statement so modified or superceded shall not be deemed,
except as so modified or superseded to constitute a part of this registration
statement.
This registration statement on Form S-8 relates to the Amended and Restated
2005 Consulting Services Plan of Cimbix Corporation incorporated by reference
the contents of the Registration Statement on Form S-8, File 333-123203, filed
by the Registrant with the Securities and Exchange Commission on March 9, 2005
relating to the Registrant's 2005 Consulting Services Plan.
Description of Securities
The class of securities to be offered hereby is subject to the reporting
requirements of the Exchange Act, as amended. Our authorized capitalization
is 100,000,000 shares of common stock, $0.0001 par value. As of June 17,
2005, there were 11,494,843 shares of common stock issued and outstanding.
Indemnification of Directors and Officers
Our Bylaws provide that we shall indemnify directors and executive officers
to the fullest extent now or hereafter permitted under Washington law.
Indemnification of officers or persons controlling the corporation for
liabilities arising under the Securities Act of 1933, as amended, is held to
be against public policy by the Securities and Exchange Commission and
therefore, unenforceable.
Exhibits
The following exhibits have been filed (except where otherwise indicated) as
part of this Registration Statement:
Exhibit No. Exhibit
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( 5.1) Opinion of counsel regarding legality
(10.6) Consulting Agreement with Vikram Khanna
(10.7) Consulting Agreement with Keith Burand
(10.8) Consulting Agreement with Ron Balconi
(10.9) Consulting Agreement with Englocan Limited
(10.10) Consulting Agreement with Doreen Cosgrove
(10.11) Consulting Agreement with Stratus Investments Group Inc.
(23.3) Consent of Morgan & Company, Chartered Accountants
(23.4) Consent of Gibson, Haglund & Paulsen (contained in Exhibit 5
hereto)
(99.1) 2005 Consulting Services Plan (previously filed)
Undertakings
A. 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:
(a) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration state ment or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
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 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 term ination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, 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 therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers, and controlling persons of the
registrant pursuant to the above-referenced provisions, or otherwise,
the registrant has been advised that in the opinion of the SEC 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 proceed ing) 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 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
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 Larkspur, California, on this
16th day of June, 2005.
CIMBIX CORPORATION
(Registrant)
By: /s/ DONALD WALKER
- ----------------------
DONALD WALKER, President/Chief Executive Officer
Principal Accounting Officer/Director
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 dates respectively indicated.
Signature Title Date
- ---------- ----- -----
/s/ DONALD WALKER President, Chief June 20, 2005
- ---------------------- Executive Officer,
DONALD WALKER Principal Accounting
Officer, Director
/S/ ROBERT ROSNER Vice President of June 20, 2005
- ---------------------- Regulatory Affairs &
ROBERT ROSNER Compliance, Secretary,
Director
xhibit No. Exhibit
- ----------- -------
( 5.1) Opinion of counsel regarding legality
(10.6) Consulting Agreement with Vikram Khanna
(10.7) Consulting Agreement with Keith Burand
(10.8) Consulting Agreement with Ron Balconi
(10.9) Consulting Agreement with Englocan Limited
(10.10) Consulting Agreement with Doreen Cosgrove
(10.11) Consulting Agreement with Stratus Investments Group Inc.
(23.3) Consent of Morgan & Company, Chartered Accountants
(23.4) Consent of Gibson, Haglund & Paulsen (contained in Exhibit 5
hereto)
(99.1) 2005 Consulting Services Plan (previously filed)