SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
RESCON TECHNOLOGY CORPORATION
-----------------------------
(Exact name of Registrant as specified in its charter)
Nevada 83-0210455
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Vanderbilt Center, 300 Vanderbilt Motor Parkway, Suite 200
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Hauppage, New York 11788
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(Address, including zip code of Principal Executive Offices)
Consulting Agreements
---------------------
(Full Title of the Plan)
Christian Nigohossian, President
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Rescon Technology Corporation
Vanderbilt Center, 300 Vanderbilt Motor Parkway, Suite 300
Hauppage, New York 11788
(631) 630-2240
---------------
(Name, address, including zip code, and telephone number,
including area code,of agent for service)
Copy to:
Ronald L. Poulton, Esq.
Poulton & Yordan
136 East South Temple, Suite 1700-A
Salt Lake City, Utah 84111
(801) 355-1341
CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
________________________________________________________________________________
Proposed Proposed
Title of Amount Maximum Maximum
Securities to be Offering Aggregate Amount of
to be Registered Price Per Offering Registration
Registered (1) Share (2) Price(2) Fee
________________________________________________________________________________
Common Stock 750,000 $0.165 $123,750 $10.01
par value $.0001,
________________________________________________________________________________
</Table>
(1) Pursuant to Rule 416 under the Securities Act of 1933, this registration
statement shall be deemed to cover any additional securities to be offered or
issued from stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of computing the registration fee required
by Section 6(b) of the Securities Act of 1933, as amended (the "Securities
Act")and computed pursuant to Rule 457(h) under the Securities Act.
RESCON TECHNOLOGY CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Item 1. Incentive Plan Information.
The documents containing the information specified in this Item 1 will be
sent or given to employees, officers, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
Item 2. Registration Information and Incentive Plan Annual Information.
The documents containing the information specified in this Item 2 will be
sent or given to employees, officers, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Commission and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") by Rescon Technology
Corporation (the "Registrant") are hereby incorporated herein by reference:
- The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended August 31, 2002, filed on December 10, 2002, and amendment on
Form 10-KSB/ A-1 as filed on January 24, 2003, pursuant to Section
13(a) of the Securities Exchange Act of 1934 as amended (the "Exchange
Act");
- The Registrant's Quarterly Reports on Form 10-QSB for the quarters
ended February 28, 2003, and amendment on Form 10-QSB/A-1 filed with
the Commission on April 30, 2002 and May 7, 2003, respectively; and
- The Registrant's Current Reports on Form 8-K, filed with the
Commission on March 3, 2003 and June 16, 2003.
In addition, all documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
on or after the date of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference in
this registration statement and to be part hereof from the date of filing of
such documents. Any statement contained herein or in a document incorporated or
deemed to be 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 other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such earlier 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.
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Item 4. Description of Securities.
The shares issuable under the consulting agreements are shares of common
stock, all of the same class and entitled to the same rights and privileges as
all other shares of common stock.
Description of Common Stock.
----------------------------
Our authorized capital stock consists of 1,000,000,000 shares of common
stock with a $.0001 par value. As of the date of this registration statement,
we have approximately 20,875,869 outstanding shares of common stock, all of
which is validly issued, fully paid and nonassessable. Holders of our common
stock are entitled to receive dividends when declared by the Board of Directors
out of funds legally available therefore. Any such dividends may be paid in
cash, property or shares of our common stock. We have not paid any dividends
since our inception. All dividends will be subject to the discretion of the
Board of Directors, and will depend upon, among other things, our operating and
financial conditions, our capital requirements and our general business
conditions. Therefore, there can be no assurance that any dividends on our
common stock will be paid in the future.
All shares of our common stock have equal voting rights and, when validly
issued and outstanding, have one vote per share on all matters to be voted upon
by the shareholders. Cumulative voting in the election of directors is not
allowed, and a quorum for shareholder meetings shall result from a majority of
the issued and outstanding shares present in person or by proxy. Accordingly,
the holders of a majority of the shares of common stock present, in person or by
proxy at any legally convened shareholders' meeting at which the Board of
Directors is to be elected, will be able to elect all directors and the minority
shareholders will not be able to elect a representative to the Board of
Directors.
There are no pre-emptive or conversion rights, no redemption or sinking
fund provisions, and shares are not liable for further call or assessment. Each
share is entitled to share pro rata any assets available for distribution to
holders of its equity securities upon our liquidation.
The Transfer Agent for the Registrant is Interwest Transfer Company, Inc.,
1981 East 4800 South, Suite 100, Salt Lake City, Utah 84117.
Item 5. Interests of Named Experts and Counsel.
Other than as set forth below, no named expert or counsel was hired on a
contingent basis, will receive a direct or indirect interest in the small
business issuer, or was a promoter, underwriter, voting trustee, director,
officer, or employee of the Registrant.
Poulton & Yordan, counsel for the Registrant named in this registration
statement as giving an opinion on the validity of the securities, will be
receiving a 200,000 shares of common stock pursuant to a Retainer Agreeement
with the Company under this Form S-8 registration statement in exchange for
legal services previously rendered to the Company.
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Item 6. Indemnification of Directors and Officers.
Under the Nevada Revised Statutes, a corporation has the power to indemnify
any person who is made a party to any civil, criminal, administrative or
investigative proceeding, other than an action by or in the right of the
corporation, by reason of the fact that such person was a director, officer,
employee or agent of the corporation, against expenses, including reasonable
attorneys' fees, judgments, fines and amounts paid in settlement of any such
actions; provided, however, in any criminal proceeding, the indemnified person
shall have had no reason to believe the conduct committed was unlawful.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description Location
4.1 Retainer Agreement between Rescon Technology Attached
Corporation and Edward Toscano, Esq.
4.2 Retainer Agreement between Rescon Technology Attached
Corporation and Poulton & Yordan.
4.3 Consulting Agreement between Rescon Technology Attached
Corporation and StanislavGyoshev.
5.1 Opinion of counsel as to legality of securities Attached
being registered.
23.1 Consent of counsel (contained in Exhibit 5.1). Attached
23.2 Consent of Mantayla McReynolds, Attached
Independent Accountants.
24.1 Power of Attorney (included on page 7 herein). Attached
99.1 Participants Letter Attached
99.2 Response Letter of Edward J. Toscano Attached
99.3 Response Letter of Poulton & Yordan Attached
99.4 Response Letter of Stanislav Gyoshev Attached
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Item 9. 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:
(i) To include any prospectus required by Section10(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 information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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 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) 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.
(b) 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 13(a) or Section 15(d) 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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(c) 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 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, as amended, 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, on June 30, 2002.
RESCON TECHNOLOGY CORPORATION
By: /s/ Christian Nigohossian
________________________________________
Christian Nigohossian, Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Christian Nigohossian his or her
true and lawful agent, proxy and attorney-in-fact, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to (i) act on, sign and file with the
Securities and Exchange Commission any and all amendments (including post-
effective amendments) to this Registration Statement on Form S-8 together with
all schedules and exhibits thereto (ii) act on, sign and file such certificates,
instruments, agreements and other documents as may be necessary or appropriate
in connection therewith, and (iii) take any and all actions that may be
necessary or appropriate to be done, as fully for all intents and purposes as he
or she might or could do in person, hereby approving, ratifying and confirming
all that such agent, proxy and attorney-in-fact or any of his substitutes may
lawfully do or cause to be done by virtue thereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed on this 30th day of June 2003, by the
following persons in the capacities indicated:
Signatures Title
- ---------- -----
/s/ Christian Nigohossian Chief Executive Officer and Director
- ------------------------- Christian Nigohossian
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Index to Exhibits
Exhibit
Number Description Location
- ------- -------------------------------------------------- ----------
4.1 Retainer Agreement between Rescon Technology Attached
Corporation and Edward J. Toscano.
4.2 Retainer Agreement between Rescon Technology Attached
Corporation and Poulton & Yordan.
4.3 Consulting Agreement between Rescon Technology Attached
Corporation and Stanislav Gyoshev.
5.1 Opinion of counsel as to legality of securities Attached
being registered.
23.1 Consent of counsel (contained in Exhibit 5.1). Attached
23.2 Consent of Mantayla McReynolds, Attached
Independent Accountants.
24.1 Power of Attorney (included on page 7 herein). Attached
99.1 Participants Letter Attached
99.2 Response Letter of Edward J. Toscano Attached
99.3 Response Letter of Poulton & Yordan Attached
99.4 Response Letter of Stanislav Gyoshev Attached
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