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Proc-Type: 2001,MIC-CLEAR
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As filed with the Securities and Exchange Commission
on March 29, 2002 Registration No.
333- SECURITIES AND
EXCHANGE COMMISSION FORM S-8 NETLOJIX COMMUNICATIONS,
INC. DELAWARE 87-0378021 (State
or other jurisdiction (I.R.S. Employer Identification No.) 501 Bath Street 93101 Santa Barbara, California (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: 1998 Stock Incentive Plan of James P. Pisani, President and Secretary Copy to: Thomas N. Harding, Esq. CALCULATION OF REGISTRATION FEE Title of Securities Amount to be Proposed Proposed Amount of Common Stock, par 1,500,000 Shares $0.16 $240,000 $23 (1) This Registration Statement shall
also cover any additional shares of Common Stock which become issuable under
the 1998 Stock Incentive Plan 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 the outstanding
shares of Common Stock of NetLojix Communications, Inc. (2)
Pursuant to General Instruction E to Form S-8, this Registration
Statement covers the registration of 1,500,000 shares of Common Stock in
addition to shares previously registered under the Registration Statement on
Form S-8 (Registration No. 333-64769) of NetLojix Communications, Inc.
(formerly known as AvTel Communications, Inc.) (3) Calculated solely for the purposes
of this offering under Rule 457(c) and Rule 457(h)(1) under the Securities
Act of 1933, as amended, on the basis of the average of the high and low
prices per share of Common Stock of NetLojix Communications, Inc. on March
25, 2002. As
permitted by Rule 429 under the Securities Act of 1933, as amended, the
prospectus related to this Registration Statement also covers securities
registered under that certain Registration Statement on Form S-8 (Registration
No. 333-64769). Part II INFORMATION
REQUIRED IN This Registration
Statement on Form S-8 is being filed to register 1,500,000 additional shares of
Common Stock, par value $.01 per share (the "Common Stock"), of
NetLojix Communications, Inc., formerly known as AvTel Communications, Inc.
(the "Registrant") which have been reserved for issuance under the
1998 Stock Incentive Plan of NetLojix Communications, Inc. (the "Plan").
A total of 1,500,000 shares of the Common Stock reserved under the Plan have
previously been registered on a Registration Statement on Form S-8
(Registration No. 333-64769 filed on September 30, 1998 (the "Prior
Registration Statement"). Pursuant to and as permitted by General
Instruction E to Form S-8, the contents of the Prior Registration Statement are
hereby incorporated by reference herein, and the opinions and consents listed
at Item 8 below are annexed hereto. Item 8. Exhibits. 4.1 1998
Stock Incentive Plan of NetLojix Communications, Inc., as amended. (Incorporated 5
Opinion
of Seed Mackall LLP. 23.1 Consent of
Farber & Hass LLP, Independent Auditors. 23.2 Consent of
Ernst & Young LLP, Independent Auditors. 23.3 Consent of KPMG
LLP, Independent Auditors. 23.4 Consent of Seed Mackall LLP
(included in Exhibit 5). 24 Power of Attorney (included on
signature page)
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 Santa Barbara, State
of California, on March 28, 2002. POWER OF
ATTORNEY KNOW ALL MEN BY THESE PRESENTS,
that each of the undersigned directors and officers of NetLojix Communications,
Inc., hereby constitutes and appoints Anthony E. Papa and James P. Pisani, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, with full power to act alone, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and any and all documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises, as fully and to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or his substitute or
nominee, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of
the Securities Act of 1933, this Registration Statement has been signed below
on March 28, 2002, by the following persons in the capacities indicated. Signature Title /s/ ANTHONY
E.
PAPA
Chairman of the Board and Chief
Executive Office (Principal Executive Officer) /s/ JAMES
P.
PISANI President, Chief Operating
Officer and Director /s/ GREGORY
J.
WILSON Treasurer and Controller
(Principal Financial Officer and Principal Accounting Officer)
/s/ JEFFREY
J.
JENSEN Director /s/ ANTHONY
D. MARTIN Director 3 INDEX
TO EXHIBITS Exhibit 4.1 1998 Stock Incentive Plan of NetLojix
Communications, Inc., as amended.
(Incorporated by 5 Opinion of Seed Mackall LLP. 23.1 Consent
of Farber & Hass LLP, Independent Auditors. 23.2 Consent
of Ernst & Young LLP, Independent Auditors. 23.3 Consent
of KPMG LLP, Independent Auditors. 23.4 Consent of Seed
Mackall LLP (included in Exhibit 5). 24 Power of
Attorney (included on signature page) Exhibit 5 March 28, 2002 The Board of Directors Gentlemen: We have acted as special counsel to NetLojix Communications, Inc., a Delaware corporation (the "Company"), in connection with the proceedings (the "Company Proceedings") taken and to be taken relating to the registration by the Company of an additional 1,500,000 shares of common stock (the "Shares") of the Company, $.01 par value per share, with the Securities and Exchange Commission (the "SEC") in connection with the 1998 Stock Incentive Plan of NetLojix Communications, Inc. (the "Plan"). We have also participated in the preparation and filing with the SEC under the Securities Act of 1933, as amended, of a registration statement on Form S-8 (the "Registration Statement"), relating to such Shares. As special counsel to the Company, we have examined originals or copies certified to our satisfaction of the Company's Certificate of Incorporation and Bylaws, resolutions of the Board of Directors, and such other Company records, instruments, certificates and documents and such questions of law as we considered necessary or appropriate to enable us to express this opinion. As to certain facts material to our opinion, we have relied, to the extent we deem such reliance proper, upon certificates of public officials and officers of the Company. In rendering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of photostatic copies. Based upon and subject to the foregoing and to the assumptions, limitations and conditions set forth herein, we are of the opinion that, upon completion of the Company Proceedings, the Shares will have been duly authorized for issuance, and when the Shares are issued and delivered in accordance with the Company Proceedings and the Plan, the Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, SEED MACKALL LLP /s/ SEED MACKALL LLP
Washington, D.C.
20549
REGISTRATION
STATEMENT
UNDER
THE SECURITIES
ACT OF 1933
(Exact name of registrant as specified in its charter)
of incorporation or organization)
(805) 884-6300
NetLojix Communications, Inc.
(Full title of the Plan)
501 Bath Street
Santa Barbara, California 93101
(805) 884-6300
(Name, address, including
zip code, and telephone number, including area code, of agent for service)
Seed Mackall LLP
1332 Anacapa Street
Suite 200
Santa Barbara, California 93101
(805) 963-0669
to be Registered
Registered (1)(2)
Maximum
Offering Price
Per Share (3)
Maximum
Aggregate
Offering Price (3)
Registration Fee
value
$.01 per share
THE
REGISTRATION STATEMENT
by reference to Exhibit 10.4 to Registrant's Annual Report on
Form 10-K for the year ended
December 31, 1999, File No. 0-27580).
1
NETLOJIX
COMMUNICATIONS, INC.
By: /s/ANTHONY
E. PAPA
Title: Chief
Executive Officer
Anthony E. Papa
James P. Pisani
Gregory J. Wilson
2
Jeffrey J. Jensen
Anthony D. Martin
Number Description of Document
reference to
Exhibit 10.4 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, File No. 0-27580).
NetLojix Communications, Inc.
501 Bath Street
Santa Barbara, California 93101
Exhibit 23.1
Independent Auditors' Consent
We consent to the incorporation by reference herein of our report on the consolidated balance sheets of NetLojix Communications, Inc. and subsidiaries as of December 31, 2001, and the related consolidated statements of operations, stockholders' equity, and cash flows and related schedule, for the year ended December 31, 2001, which report, dated March 8, 2002, appears in the annual report on Form 10-K of NetLojix Communications, Inc. for the fiscal year ended December 31, 2001.
/s/ FARBER & HASS LLP
Oxnard, California
March 25, 2002
Exhibit 23.2
Independent Auditors' Consent
We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the registration of 1,500,000 shares of common stock of NetLojix Communications, Inc. of our report dated March 28, 2001, with respect to the consolidated financial statements and schedule of NetLojix Communications, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2001 filed with the Securities and exchange Commission
/s/ ERNST & YOUNG LLP
Woodland Hills, California
March 25, 2002
Exhibit 23.3
Independent Auditors' Consent
We consent to the incorporation by reference herein of our report on the related consolidated statements of operations, stockholders' equity, and cash flows of NetLojix Communications, Inc. and subsidiaries for the year ended December 31, 1999, which report appears in the annual report on Form 10-K of NetLojix Communications, Inc. for the fiscal year ended December 31, 2001.
/s/ KPMG LLP
Dallas, Texas
March 25, 2002