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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
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SIMEX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 58-2465647
(State or other jurisdiction of (I.R.S. Employer ID. No.)
incorporation or organization)
4940 Peachtree Industrial Blvd., Suite 360
Norcross, GA 30071
(Address of Principal Executive Offices)
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CONSULTING SERVICES AGREEMENT BY AND BETWEEN SIMEX TECHNOLOGIES, INC. AND
ANTOON THEIS
(Full Title of Plan)
CONSULTING SERVICES COMPENSATION BY AND BETWEEN SIMEX TECHNOLOGIES, INC. AND
LENCOLA SULLIVAN-VERSEVELDT
(Full Title of Plan)
CONSULTING SERVICES AGREEMENT BY AND BETWEEN SIMEX TECHNOLOGIES, INC. AND THE
OTTO LAW GROUP, PLLC
(Full Title of Plan)
LETTER AGREEMENT RE: CONSULTING SERVICES BY AND BETWEEN
SIMEX TECHNOLOGIES, INC. AND VINTAGE FILINGS
(Full Title of Plan)
CONSULTING SERVICES AGREEMENT BY AND BETWEEN SIMEX TECHNOLOGIES, INC. AND
A.G. LOGHER-MULDER
(Full Title of Plan)
CONSULTING SERVICES AGREEMENT BY AND BETWEEN SIMEX TECHNOLOGIES, INC. AND
FRED J. GRIFFIN
(Full Title of Plan)
Robert Altenbach
Greenberg Traurig, LLP
3290 Northside Parkway, Suite 400
Atlanta, GA 30327
(678) 553-2100
(Name, Address and Telephone Number of Agent for Service of Process)
If any of the Securities being registered on this Form S-8 are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. ___
CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed Maximum
Securities to Amount to be Offering Price Aggregate Amount
be Registered Registered(1) Per Share(2) Offering Price(2) of Fee(2)
------------- ------------- ------------ ----------------- ---------
Common Stock, 5,031,666 $.08 $ 402,533 $ 51.01
$0.001 par value
(1) The consulting services agreement ( the " Theis Consulting Agreement")
between the Company and Antoon Theis ("Theis") provides for 2,300,000 shares of
common stock of the Company to be issued to Theis in exchange for performing
part time business development and industry analysis of the security products
industry. The term of the Theis Consulting Agreement is one year and may be
extended on the same terms upon mutual agreement. The Theis Consulting Agreement
does not provide for the termination of the agreement by either party other than
by the expiration of the term of the agreement. The Theis Consulting Agreement
qualifies as an Employee Benefit Plan as defined under Rule 405 of Regulation C.
(1) The consulting services agreement (the "Versaveldt Consulting Agreement")
between the Company and Lencola Sullivan-Verseveldt provides for 1,600,000
shares of the Company to be issued as compensation for providing business
development services with regard to the sale of security products and services;
and providing industry analysis of the security products and services industry
for the Company. The term of the Versaveldt Consulting Agreement is one year and
may be extended on the same terms upon mutual agreement. The Versaveldt
Agreement does not provide for the termination of the agreement by either party
other than by the expiration of the term of the agreement. The Versaveldt
Consulting Agreement qualifies as an Employee Benefit Plan as defined under Rule
405 of Regulation C.
(1) The consulting services agreement (the "OLG Consulting Agreement") between
the Company and The Otto Law Group, PLLC ("OLG") provides for 450,000 shares of
common stock of the Company to be issued to OLG in exchange for legal advice
regarding (i) capitalization, (ii) corporate organization, (iii) corporate
transactions (reorganizations and recapitalizations) and (iii) corporate
governance. The term of the OLG Consulting Agreement is one (1) year, and may be
extended upon mutual agreement. The OLG Consulting Agreement may be terminated
on thirty (30) calendar days written notice by either party. The OLG Consulting
Agreement qualifies as an Employee Benefit Plan as defined under Rule 405 of
Regulation C.
(1) The letter agreement re: consulting services (the "Vintage Filings
Agreement") between the Company and Vintage Filings provides for 416,666 shares
of the Company to be issued as compensation to the two individuals comprising
Vintage Filings for consulting with the Company regarding all aspects of the
Company's EDGAR filing, responsibilities, practices and procedures and as an
adjunct thereto filing the Company's '34 Act reports with the Securities
Exchange Commission for a period of twelve months. No manner of termination of
the agreement is provided in the letter agreement other than the expiration by
time. The Vintage Filings Agreement qualifies as an Employee Benefit Plan as
defined under Rule 405 of Regulation C.
(1) The consulting services agreement ( the "Logher-Mulder Consulting
Agreement") between the Company and A. G. Logher-Mulder ("Logher-Mulder")
provides for 15,000 shares of common stock of the Company to be issued to
Loghe-Mulder in exchange for performing part time business development and
industry analysis of the security products industry. The term of the
Logher-Mulder Consulting Agreement is one year and may be extended on the same
terms upon mutual agreement. The Logher-Mulder Consulting Agreement does not
provide for the termination of the agreement by either party other than by the
expiration of the term of the agreement. The Logher-Mulder Consulting Agreement
qualifies as an Employee Benefit Plan as defined under Rule 405 of Regulation C.
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(1) The consulting services agreement ( the "Griffin Consulting Agreement")
between the Company and Fred J. Griffin ("Griffin") provides for 250,000 shares
of common stock of the Company to be issued to Fred J. Griffin in exchange for
performing services in connection with the company's accounting, auditing and
financial practices and procedures. The term of the Griffin Consulting Agreement
is one year and may not be extended. The parties to the agreement may terminate
it upon mutual agreement or upon 30 day notice one to the other. The Griffin
Consulting Agreement qualifies as an Employee Benefit Plan as defined under Rule
405 of Regulation C.
(2) Estimated solely for the purposes of determining the registration fee
pursuant to Rule 457. On August 30, 2004, the fair market value of the Company's
common stock, determined from its closing price on the Over-the-Counter Bulletin
Board was $.13 per share. On this basis, the maximum aggregate offering price
for the shares being registered hereunder is $402,533, and this is the basis for
computing the filing fee in accordance with Rule 457(h) and at a rate of the
aggregate offering price multiplied by .0001267.
PART II
[Items 1, 2, 4 and 7 are inapplicable and have been omitted.]
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated by reference in
this registration statement:
(a) the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2003, and the Company's registration statement on Form 10-SB, as
amended, filed November 4, 1999;
(b) the Company's Quarterly Report on Form 10-QSB for the quarter ended June 30,
2004, and report on Form 8-K filed August 16, 2004.
(c) The holders of common stock are entitled to one (1) vote per share on all
matters to be voted upon by the shareholders. Subject to preferences that may be
applicable to any outstanding preferred stock, the holders of common stock are
entitled to receive ratably such dividends, if any, that may be declared from
time to time by the Board of Directors out of funds legally available therefor.
In the event of our liquidation, dissolution or winding up, the holders of
common stock are entitled to share ratably in all assets remaining after payment
of liabilities, subject to prior distribution rights of holders of preferred
stock, if any. The common stock has no preemptive or conversion rights or other
subscription rights. There are no redemption or sinking fund provisions
applicable to the common stock.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, shall be deemed to
be incorporated by reference in this registration statement and to be part
hereof from the date of the filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The Otto Law Group, PLLC, who has prepared this Registration Statement and the
opinion regarding the authorization, issuance and fully-paid and non-assessable
status of the securities covered by this Registration Statement, has represented
the Registrant in the past on certain legal matters. Subsequent to the issuance
of the securities issued pursuant to the OLG Consulting Agreement hereunder, Mr.
David M. Otto, the principal of The Otto Law Group, PLLC, will be the beneficial
owner of approximately 450,000 shares of common stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company, a Delaware corporation, is empowered by Section 145 of the General
Corporation Law of the State of Delaware (the "DGCL"), subject to the procedures
and limitations stated therein, to indemnify any person against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any threatened,
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pending or completed action, suit or proceeding in which such person is made or
threatened to be made a party by reason of his being or having been a director,
officer, employee or agent of the Company or his serving at the request of the
Company as a director, officer, employee or agent of another company or other
entity. The statute provides that indemnification pursuant to its provisions is
not exclusive of other rights of indemnification to which a person may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors, or otherwise. The bylaw of the Company provide for indemnification by
the Company of its directors and officers to the full extent authorized by the
DGCL. Pursuant to Section 145 of the DGCL, the Company has purchased insurance
on behalf of its present and former directors and officers against liabilities
asserted against or incurred by them in such capacity or arising out of their
status as such.
Pursuant to specific authority granted by Section 102 of the DGCL, the Company's
Certificate of Incorporation permits indemnification of directors and officers
to the fullest extent permitted by law.
ITEM 8. EXHIBITS
The Exhibits required to be filed as part of this Registration Statement are
listed in the attached Index to Exhibits.
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 Section 10(a)(3) of the Securities Act
of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in 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 and 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
change in volume and price represents no more than 20% 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) of this section do
not apply if 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 Exchange Act that are incorporated by reference in this
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 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.
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(h) 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 of 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 Norcross, GA, on this September 3, 2004.
SIMEX TECHNOLOGIES, INC.
(Name of Registrant)
Date: September 3, 2004 By: /s/ Timothy Holly
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Name: Timothy Holly
Its: Chief Executive Officer
[THIS SPACE INTENTIONALLY LEFT BLANK]
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Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
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NAME TITLE DATE
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/s/ Timothy Holly
Timothy Holly Chairman of the Board of 9.01.2004
Directors
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/s/ Timothy Holly
Timothy Holly Chief Executive Officer 9.01.2004
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/s/ Fred Griffin
Fred Griffin Chief Financial Officer 9.01.2004
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/s/ Fred Griffin
Fred Griffin Chief Accounting Officer 9.01.2004
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______________________________________ Chief Operating Officer and
James Brown Director 9.01.2004
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______________________________________ Director 9.01.2004
William Swift
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/s/ Jerome Irons Director 9.01.2004
Jerome Irons
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/s/ Roel Verseveldt Director 9.01.2004
Roel Verseveldt
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/s/ Cecil Brown Director 9.01.2004
Cecil Brown
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______________________________________ Director 9.01.2004
Dwight Ellison
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______________________________________ Director 9.01.2004
Kjell Jagelid
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/s/ Nicholas Coolidge Director 9.01.2004
Nicholas Coolidge
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The above being a majority of the members of the Board of Directors
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INDEX TO EXHIBITS
Number Description Page
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4.1 Consulting Services Agreement by and between Simex Filed
Technologies, Inc., and Anton Theis Herewith
4.2 Consulting Services Agreement between Simex Filed
Technologies, Inc., and Lencola Sullivan-Versaveldt Herewith
4.3 Consulting Services Agreement between Simex Filed
Technologies, Inc. and Herewith
A. G. Logher-Mulder
4.4 Letter Agreement Re: Consulting Services by and Filed
between Simex Technologies, Inc. and Vintage Herewith
Filings
4.5 Consulting Services Agreement by and between Simex Filed
Technologies, Inc., and The Otto Law Group, PLLC Herewith
4.6 Consulting Services Agreement by and between Simex Filed
Technologies, Inc. and Fred J. Griffin Herewith
5 Opinion of The Otto Law Group PLLC Filed
Herewith
23.1 Consent of The Otto Law Group, PLLC (contained in Filed
exhibit 5) Herewith
23.2 Consent of Miller Ray & Houser LLP Filed
Herewith
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