-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OoK8Yw13/q6e2o7ja41UTdt+FEIMQd88CgaVhWw6VsNjxFeFJ2AI8BIJIpgMhLW+ ykYss8Zm0nVe89zgWAxCNw== 0001179350-04-000089.txt : 20041209 0001179350-04-000089.hdr.sgml : 20041209 20041209121512 ACCESSION NUMBER: 0001179350-04-000089 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041208 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20041209 DATE AS OF CHANGE: 20041209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEXON TECHNOLOGIES INC CENTRAL INDEX KEY: 0001065189 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 870502701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24721 FILM NUMBER: 041192478 BUSINESS ADDRESS: STREET 1: 8 CORPORATE PARK, SUITE 300 CITY: IRVINE STATE: CA ZIP: 92606 BUSINESS PHONE: 949-477-4000 MAIL ADDRESS: STREET 1: 8 CORPORATE PARK, SUITE 300 CITY: IRVINE STATE: CA ZIP: 92606 FORMER COMPANY: FORMER CONFORMED NAME: REXFORD INC DATE OF NAME CHANGE: 19980630 8-K 1 f8k12_04.txt LEXON 12-08-04 FORM 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 8, 2004 ------------------------------------------------ Date of Report (Date of earliest event reported) Lexon Technologies, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-24721 87-0502701 - ---------------------------- ----------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 8 Corporate Park, Suite 300, Irvine, California 92606 - ----------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (949)477-4000 -------------------------------------------------- Registrant's telephone number, including area code 2 Item 2.01 Completion of Acquisition or Disposition of Assets Lexon Technologies, Inc. (the "Company") has acquired majority control (87.45%) of Techone Company, Ltd., a Republic of South Korea corporation ("Techone"), through the investment of $1,585,000. Techone is a corporation that manufactures and sells Low Temperature Cofired Ceramic (LTCC) components, including LTCC wafer probe cards, LTCC circuit boards, LTCC Light Emitting Diode (LED) displays and related products for the semiconductor testing and measurement, custom Printed Circuit Board (PCB), and cellular phone industries. The manufacturing process is a patented method for producing low temperature cofired ceramic electronic components. The Company will operate Techone as a majority-owned subsidiary and the business of Techone will be the operating business of the Company going forward. Financial statements on the Techone and pro formas reflecting the acquisition will be filed as an amendment to this Form 8-K within 60 days of the original filing date. Item 3.02 Unregistered Sales of Equity Securities Funding for the acquisition detailed in Item 2.01 above was accomplished through a private placement that resulted in the sale of an aggregate of 10,125,000 shares of the Company's common stock for aggregate proceeds of $1,700,000. Kyoung Ho Lim acquired 4,000,000 shares, Young Hee Lee acquired 6,125,000 shares. In addition, the Company issued 1,000,000 shares to Joon Ho Chang, a consultant who assisted the Company with the transaction, for his consulting services. Prior to the shares issuance, the Company had 20,688,778 shares issued and outstanding. Following the shares issuance, the Company will have 31,813,778 shares issued and outstanding. The securities issued in the foregoing transaction were issued in reliance on the exemption from registration and prospectus delivery requirements set forth in Section 3(b) and/or Section 4(2) of the Securities Act and the regulations promulgated thereunder. SIGNATURES - ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DATED: December 8, 2004 Lexon Technologies, Inc. By: /S/ Kenneth J. Eaken Kenneth J. Eaken, President -----END PRIVACY-ENHANCED MESSAGE-----