UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
FORM S-8
REGISTRATION STATEMENT
FILED PURSUANT TO THE SECURITIES ACT OF 1933
Date of Report: April __, 2003
___________________________________
MYRIENT, INC.
(Exact name of registrant as specified in its charter)
Nevada 33-0662114
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
2003 STOCK INCENTIVE PLAN
___________________________________________________________
(Full Title of Plan)
65 Enterprise
Aliso Viejo, California 92656
(949) 330-6500
(Address of principal executive offices)
________________________________________________
Bryan Turbow
Chairman and CEO
65 Enterprise
Aliso Viejo, California 92656
(Name and address of agent for service)
(949) 330-6500
(Telephone number, including area code of agent for service)
Proposed maximum Proposed maximum
Title of securities Amount to be offering price Aggregate offering Amount of
to be registered Registered per share (1) Price Registration fee
- ------------------- ------------ --------------- ------------------ ----------------
Common Stock
($.01 par value)
10,000,000 $.02 $150,000.00 $62.84
- ------------------- ------------ --------------- ------------------ ----------------
(1) Estimated solely for the purpose of determining the amount of registration
fee and pursuant to Rules 457(c) and 457(h) of the General Rules and Regulations
under the Securities Act of 1993. The calculation of the registration fee is
based upon a per share price of $0.03 which was the average of the high and low
sales prices of the Registrant's common stock on April 31, 2003 as reported on
the Over-the-Counter Electronic Bulletin Board.
PROSPECTUS
Myrient, Inc.
65 Enterprise
Aliso Viejo, California 92656
(949) 330-6500
(10,000,000 SHARES OF COMMON STOCK)
This Prospectus relates to the offer and sale by MYRIENT, INC., ("MYNT"), a
Nevada corporation ("the Company") of shares of its $.01 par value common stock
(the "Common Stock) pursuant to its 2003 STOCK INCENTIVE PLAN where by certain
individuals receive stock options to stimulate their involvement and continued
involvement in the Company. The Company is registering hereunder and then
issuing upon receipt of adequate consideration therefore to the Employee,
Officer, Director or Consultant 10,000,000 shares of the Common Stock in
consideration for services rendered and/or to be rendered and payments made
under the 2003 Stock Incentive Plan.
The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are affiliates of the Company 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. Shares registered
hereunder are being sold to both affiliates and non-affiliates of the Company.
An affiliate is, summarily, any director, executive officer or controlling
shareholder of the Company. The affiliates of the Company may become subject to
Section 16(b) of the Securities Exchange Act of 1934 as amended (the Exchange
Act) which would limit their discretion in transferring the shares acquired in
the Company. If the individual who is not now an affiliate becomes an affiliate
of the Company in the future; he would then be subject to Section I(b) of the
Exchange Act (See General Information --- Restrictions on Resale).
The Common Stock is listed on the OTC bulletin board under the symbol MYNT.
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 April 8, 2003
This Prospectus is not part of any Registration Statement which was filed and
been 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 seen offered 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 contracts or other documents filed as an exhibit to either
the Registration Statement or other filings of the Company with the Commission
are qualified in their entirety by the 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:
MYRIENT, INC.
65 Enterprise
Aliso Viejo, California 92656
(949) 330-6500
The Company is subject to the reporting requirements of the Exchange Act and in
accordance therewith files reports and other information with the Commission.
These reports as well as the proxy statements, information statements and other
information filed by the Company under the Exchange Act may be reviewed and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street N.C. Washington D.C. 20549. Copies may be obtained at the
prescribed rates. In addition the Common Stock is presently quoted on the
automated quotation system maintained by the National Association of Securities
Dealers, Inc. (NASD) in the near future. Thus, copies of these reports, proxy
statements, information statements and other information may also be examined at
the offices of the NASD at 1735 K Street N.C. 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 the Company. 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 anyone 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 the Company since the date hereof.
TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS 7
ITEM 1. PLAN GENERAL INFORMATION 7
The Company 7
Purpose 7
Common Stock 7
The Company Stock Incentive Plan #3 7
No Restrictions on Transfer 7
Tax Treatment of the Individual 7
Tax Treatment to the Company 8
Restrictions on Resales 8
DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION 8
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Legal Opinion and Experts 9
Indemnification of Officers and Directors 9
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 9
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE 9
ITEM 4. DESCRIPTION OF SECURITIES 9
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL 10
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS 10
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED 10
ITEM 8. EXHIBITS 10
ITEM 9. UNDERTAKINGS 11
EXHIBIT INDEX 14
PART 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
GENERAL INFORMATION
The Company
The Company has its principal offices at 65 Enterprise, Aliso Viejo, California,
92656, Telephone: (949) 794-3000.
Purposes
The Common Stock will be issued by the Company pursuant to its 2003 Stock
Incentive Plan which has been approved by the Board of Directors of the Company
(the "Board of Directors"). The Stock Incentive Plan is to provide a method
whereby the Company's current employees, officers, directors and non-employees
may be financially stimulated, thereby allowing the Company to secure and retain
highly qualified employees, non-employees, officers and directors, ultimately
advancing the interests of the Company and all of its shareholders. A copy of
the 2003 Stock Incentive Plan has been filed as an exhibit to this Registration
Statement.
Common Stock
The Board has authorized the issuance of up to 10,000,000 shares of the Common
stock to the Company's Stock Incentive Plan upon effectiveness of this
registration Statement.
No Restrictions on Transfer
Upon exercise of an option, or upon deliverance of shares related to this
Registration Statement, that individual will become the record and beneficial
owners of the shares of Common Stock and will be 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 Individual
The individuals receiving shares of common stock pursuant to the exercise of an
option or options at an exercise price below the fair market value of the shares
on the date of exercise, the difference between the exercise price and the fair
market value of the stock on the date of exercise may be deemed ordinary income
for federal tax purposes. The recipient is urged to consult his tax advisor on
this matter. Further, if any recipient is an "affiliate", Section 16(b) of the
Exchange Act is applicable and will affect the issue of taxation.
Tax Treatment to the Company
The amount of income recognized by any recipient hereunder in accordance with
the foregoing discussion will be an expense deductible by the Company for
federal income tax purposes of the taxable year of the Company during which the
recipient recognizes income.
Restrictions of Resales
In the event that an affiliate of the Company 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 the Company. 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. The Company has agreed that for the purpose
of any "profit" computation under 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.
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION
The Company hereby incorporates by reference: (a) Registrant's Annual Report on
Form 10-KSB dated January 15, 2003, SEC file number 000-26578, made pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, (the
"Exchange Act") and which contains audited financial statements for the
Registrant's latest fiscal year for which such statements have been filed; (b)
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year referred to in (a) above, covered by the
Registration document; and (c) all documents subsequently filed by Registrant
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 deregisters 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 of such documents. In addition, all
further documents filed by the Company pursuant to Section 13, 4, or 15(d) of
the Exchange Act prior to the termination of this offering are deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing. All documents which when together, constitute this Prospectus,
will be sent or given to participants by the Registrant as specified by Rule
428(b)(1) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
A copy of any document or part hereof 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: MYRIENT, INC., at 65 Enterprise, Aliso Viejo, California, 92656,
Telephone: (949) 794-3000.
Legal Opinions and Experts
Mark L. Baum has rendered an opinion on the validity of the securities being
registered. Mr. Baum is not an "affiliate" of the Company and does not have any
present interest in the registrant.
The financial statements of MYRIENT, INC., incorporated by reference in the
Company's Annual Report (Form 10-KSB) for the year ended August 31, 2002 have
been audited by Corbin & Company LLP, Certified Public Accountants, independent
auditors, as set forth in their report dated January 10 ,2003, incorporated
herein by reference and are incorporated herein in reliance upon such report
given upon the authority of the firm as experts in auditing and accounting.
Indemnification of Officers and Directors
Insofar as indemnification of liabilities arising under the Securities Act may
be permitted to directors, officers, or persons controlling the company, the
company has been informed that in the opinion of the commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Registrant hereby states that (i) all documents set forth in (a) through (c),
below, are incorporated by reference in this registration statement, and (ii)
all documents subsequently filed by registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters 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 of such documents.
(a) Registrant's latest Annual Report, whether filed pursuant to Section 13(a)
or 15(d) of the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the annual report referred to in
(a), above; and
(c) The latest prospectus filed pursuant to Rule 424(b) under the Securities
Act.
Item 4. Description of Securities
No description of the class of securities ($.01 Par value Common Stock) is
required under this item because the common Stock is registered under Section 12
of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Mr. Baum whose firm is rendering the legal opinion for this registration, will
benefit from the registration of no less than 500,000 shares under the terms of
the Stock Incentive Plan.
Item 6. Indemnification of Directors and Officers
Insofar as indemnification of liabilities arising under the Securities Act may
be permitted to directors, officers, or persons controlling the company, the
company has been informed that in the opinion of the commission such
indemnification is against public policy as expressed in the Securities Act and,
therefore, unenforceable.
The following is a brief summary of certain indemnification provisions of
Myrient's Articles of Incorporation and the Nevada Revised Statutes. This
summary is qualified in its entirety by reference to the text thereof.
Sections 78.7502 and 78.751 of the Nevada General Corporation Law provides for
the indemnification of officers, directors and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act. Article Ninth of our Articles of Incorporation (Exhibit 3.1 to
the Company's Registration Statement on Form 10-SB, filed on August 7, 1995)
provides for indemnification of our directors, officers, employees and other
agents to the extent and under the circumstances permitted by Sections 78.7502
and 78.751 of the Nevada General Corporation Law.
The foregoing discussion of indemnification merely summarizes certain aspects of
the indemnification provisions of the Corporation Act and is limited by
reference to the discussed section of the Corporation Act. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to members of the board of directors, officers, employees, or persons
controlling MYRIENT pursuant to the foregoing provisions, MYRIENT has been
informed 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.
Item Seven. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
(a) The following exhibits are filed as part of this S-8 registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:
Exhibit No. Title
4. Not Applicable
5. Opinion of Mark L. Baum regarding the legality of the
securities registered.
10. 2003 STOCK INCENTIVE PLAN
15. Not Required
23.1 Consent of Mark L. Baum, special counsel to the
registrant, to the use of his opinion with respect to the
legality of the securities being registered hereby and to
the references to him in the Prospectus filed as a part hereof.
23.2 Consent of Corbin & Company, LLP, Certified Public Accountants
27. Not Required
28. Not Required
29. Not Required
Item 9. Undertakings
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. If 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.
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 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; and
(iii) 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, paragraphs (i) and (ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
incorporated by reference from periodic reports filed by the registrant small
business issuer under the Exchange Act.
(2) That, for the purpose of determining any liability under the Securities Act,
each post-effective amendment to 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.
(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 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.
Registrant 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 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.
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 hereunto duly authorized
in the City of Aliso Viejo, California on the 27th day of February 2003.
MYRIENT, INC. (Registrant)
By: /s/ Bryan Turbow
- -----------------------
Bryan Turbow, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Bryan Turbow, with power of substitution, as his
attorney-in-fact for him, in all capacities, to sign any amendments to this
registration statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact or his
substitutes may do or cause to be done by virtue hereof.
Signature Title Date
- --------- ----- ----
/s/ Bryan Turbow President April 8, 2003
- ------------------ --------- ---------------
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
The following Exhibits are filed as part of this registration statement pursuant
to Item 601 of Regulation S-B and are specifically incorporated herein by this
reference:
Exhibit Number
In Registration
Statement Descriptions Numbered Page
_______________________________________________________________________________
5. Opinion of Counsel 15
10. 2003 STOCK INCENTIVE PLAN 17
23.1 Consent of Mark L. Baum 24
23.2 Consent of Corbin and Company, LLP,
Certified Public Accountants 8