-----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, CoRJpxnRxLQkqCeUXlptK33ShcuZ/14JdKYtI63d89+Hwbwi446EmaO3gugVRL64 rIxbBXF/wE7DRzjqkwa+tQ== 0001020488-99-000108.txt : 19991209 0001020488-99-000108.hdr.sgml : 19991209 ACCESSION NUMBER: 0001020488-99-000108 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORDCRUNCHER INTERNET TECHNOLOGIES CENTRAL INDEX KEY: 0001085278 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 841370590 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: SEC FILE NUMBER: 333-79537 FILM NUMBER: 99770348 BUSINESS ADDRESS: STREET 1: 405 EAST 12450 SOUTH CITY: DRAPER STATE: UT ZIP: 84020 BUSINESS PHONE: 8018169904 MAIL ADDRESS: STREET 1: 405 EAST 12450 SOUTH CITY: DRAPER STATE: UT ZIP: 84020 S-1/A 1 REGISTRATION STATEMENT-AMENDMENT 6 As filed with the Securities and Exchange Commission on December 7, 1999 Registration No. 333-79357 ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-1/A SIXTH AMENDMENT TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- WORDCRUNCHER INTERNET TECHNOLOGIES, INC. (Name of issuer in its charter) --------------- Nevada 7379 84-1370590 (State of incorporation) (Primary Standard Industrial (I.R.S. Employer Classification Code Number) Identification No.) 405 East 12450 South, Suite B Draper, Utah 84020 (801) 816-9904 (Address and telephone number of registrant's principal executive offices and principal place of business) ---------------- Kenneth W. Bell 405 East 12450 South, Suite B Draper, Utah 84020 (801) 816-9904 (Name, Address and telephone number of agent for service) ---------------- Copies to: Scott R. Carpenter, Esq. Parsons Behle & Latimer 201 South Main Street, Suite 1800 Salt Lake City, Utah 84111 (801) 532-1234 Approximate date of commencement of proposed sale to the public: As soon as practicable after the registration statement becomes effective. If the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. [ x ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following boxes and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following boxes and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] We hereby amend this registration statement on such a date or dates as may be necessary to delay its effective date until we shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. PROSPECTUS SUBJECT TO COMPLETION, DATED DECEMBER 7, 1999 - -------------------------------------------------------------------------------- The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. WORDCRUNCHER INTERNET TECHNOLOGIES, INC. a Nevada corporation 2,689,447 shares of common stock $0.001 per share This is a public offering of 2,689,447 shares of the common stock of WordCruncher Internet Technologies, Inc. All of the shares being offered, when sold, will be sold by certain selling stockholders as identified in this prospectus. We will not receive any of the proceeds from the sale of the shares. However, we will receive proceeds from the exercise of warrants which can be exercised by certain of the selling stockholders. Our common stock is currently traded over the counter under the symbol "WCTI." The last reported sales price of the common stock on that market on December 3, 1999 was $3.69 per share. We have submitted an application to list our common stock on the NASDAQ System under the symbol "WCTI." _________________________ Investing in the shares involves certain risks. See "Risk Factors" beginning on page 7. _________________________ Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. _________________________ DECEMBER 7, 1999 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS Item 13. Other Expenses Of Issuance And Distribution The following table sets forth the expenses payable by us in connection with the sale of the shares. All the amounts shown are estimates except for the registration fee: Securities and Exchange Commission Registration Fee . . . . .$ 3,837 NASDAQ Fees . . . . . . . . . . . . . . . . . . . . . . . . .$ 6,000 Printing and Engraving Expenses . . . . . . . . . . . . . . $ 10,000 Legal and Accounting Fees and Expenses . . . . . . . . . . $ 50,000 Blue Sky Qualification Fees and Expenses . . . . . . . . . . $ 15,000 Transfer Agent and Registrar Fees and Expenses . . . . . . . $ 3,000 Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . .$ 1,500 ========= Total: $89,337 Item 14. Indemnification of Directors and Officers Pursuant to Nevada Revised Statutes Section 78.7502 and 78.751, our Articles of Incorporation and bylaws provide for the indemnification of our officers and directors. Mandatory indemnification is required for present and former directors. However, the director must have conducted himself in good faith and reasonably believed that his conduct was in, or not opposed to, our best interests. In a criminal action he must not have had a reasonable cause to believe his conduct was unlawful. Advances for expenses may be made if the director affirms in writing that he believes he has met the standards and that he will personally repay the expense if it is determined he did not meet the standards. We provide permissive indemnification for officers, employees or agents. Our Board must approve such indemnification and the standards and limitations are the same as for a director. We will not indemnify a director or officer adjudged liable due to his negligence or willful misconduct toward us, adjudged liable to us, or if he improperly received personal benefit. Indemnification in a derivative action is limited to reasonable expenses incurred in connection with the proceeding. Also, we are authorized to purchase insurance on behalf of an individual for liabilities incurred whether or not we would have the power or obligation to indemnify him pursuant to our bylaws. Item 15. Recent Sales of Unregistered Securities The following discussion describes all securities we have sold within the past three years without registration: On May 16, 1997 we issued 1,500,000 shares of common stock for $1,500 in cash to Carol N. Purcell and Wilford Purcell, the founders of Dumanis, Inc. Beginning on May 15 and ending on June 11, 1997 we sold 1,500,000 shares of common stock at $.05 per share, for an aggregate offering amount of $75,000 pursuant to Rule 504 of Regulation D of the Securities Act. On July 14, 1998, the Company issued an aggregate of 2,433,334 shares of common stock to the stockholders of WordCruncher Publishing in a merger of that company into ours. On July 1, 1998, we issued 13,500 shares of common stock, valued at $12,960, to M. Daniel Lunt, one of our officers and directors, in satisfaction of a note we issued to Mr. Lunt. On October 30, 1998 we issued an aggregate of 39,000 shares of common stock, for $70,200, to four individuals in consideration for services they provided to us. Specifically, 29,000 restricted shares were issued to Timothy J. Riker, 5,000 shares to Peter T. Stoop, and 5,000 shares to Robert J. Stevens. On December 29, 1998, we issued 13,000 shares of common stock to Jeffrey B. Peterson to acquire certain intellectual property rights held by Mr. Peterson. We valued those shares at $35,000. In November 1998, we issued 25,000 shares of common stock to Universal Business Insurance in satisfaction of insurance premiums we owed to it. We valued those shares at $25,000. On February 8 and March 15, 1999, we issued an aggregate of 6,300 shares of Series A Preferred Stock to eight persons pursuant to a purchase agreement. The Series A Preferred Stock was issued for an aggregate of $6.3 million. II-1 In connection with each of these isolated issuances of our securities, we believe that each purchaser (i) was aware that the securities had not been registered under federal securities laws, (ii) acquired the securities for its own account for investment purposes and not with a view to or for resale in connection with any distribution for purposes of the federal securities laws, (iii) understood that the securities would need to be indefinitely held unless registered or an exemption from registration applied to a proposed disposition and (iv) was aware that the certificate representing the securities would bear a legend restricting their transfer. We believe that, in light of the foregoing, the sale of our securities to the respective acquirers did not constitute the sale of an unregistered security in violation of the federal securities laws and regulations by reason of the exemptions provided under Sections 3(b) and 4(2) of the Securities Act, and the rules and regulations promulgated thereunder. Item 16. Exhibits and Financial Statement Schedules (a) Exhibits Exhibit Number Description 2.1** Agreement and Plan of Reorganization between the Company and WordCruncher Publishing Technologies, Inc., dated July 14 1998 3.1** Articles of Incorporation of the Company 3.2** Articles of Merger, filed June 20, 1998 3.3** Articles of Merger, filed July 15, 1998 3.4** Articles of Merger 3.5** Certificate of Amendment, filed February 1, 1999 3.6** Bylaws of the Company 4.1** Reference is made to Exhibit 3.4 4.2** Specimen of Common Stock Certificate 5.1* Opinion of Parsons Behle & Latimer 10.1** Lease between the Company and SLT III, LLC, dated December 24, 1998 10.2** License Agreement between the Company and Brigham Young University, dated February 14, 1997 10.3** Purchase Agreement between the Company and Jeffrey B. Petersen, dated December 28, 1998 10.4** Employment Agreement between the Company and Kenneth W. Bell, dated September 1, 1998 10.5** Employment Agreement between the Company and James W. Johnston, dated September 1, 1998 10.6** Employment Agreement between the Company and M. Daniel Lunt, dated September 1, 1998 10.7** Employment Agreement between the Company and Peter T. Stoop 10.8** Preferred Stock Purchase Agreement between the Company and certain Series A Preferred investors, dated February 8, 1999 II-2 10.9** Letter Amendment Regarding Preferred Stock Purchase Agreement, dated April 21, 1999 10.10** Escrow Agreement among the Company, the Goldstein Law Group and certain Series A Preferred Investors, dated February 8, 1999 10.11** Registration Rights Agreement among the Company and certain Series A Preferred Investors, dated February 8, 1999 10.12** Form of Warrant issued to certain Series A Preferred Investors on February 8, 1999 10.13** Warrant issued to Placement Agent, dated February 8, 1999 10.14** Dataware License Agreement, dated July 1999 10.15** Pittard Sullivan Contract, dated July 1999 10.16** Digital Boardwalk Agreement, dated July 1999 10.17** Acsiom, Inc. Consulting Agreement, dated July 1999 11.11** Statement re computation of earnings per share 23.1** Consent of Parsons Behle & Latimer 23.2** Consent of Crouch, Bierwolf & Chisholm 24.1** Power of Attorney (see signature page) 27.1** Financial Data Schedule _________________________ * Filed herewith ** Previously filed Item 17. Undertakings Pursuant to Rule 415, 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 end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 242(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. II-3 (2) That, for the purpose of determining liability under the Securities Act, 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. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused the amended registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake, State of Utah, on December 7, 1999. WORDCRUNCHER INTERNET TECHNOLOGIES, INC. a Nevada Corporation By: /s/ ----------------------------------------------- M. Daniel Lunt President, Chief Executive Officer, Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints M. Daniel Lunt and Kenneth W. Bell, and each of them, his attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him in any and all capacities, to sign any and all amendments (including posteffective 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, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, the amended registration statement has been signed by the following persons in the capacities and on the dates indicated. By: /s/ Date: April 29, 1999 ------------------------------------------ James W. Johnston Chairman of the Board, Executive Vice President By: /s/ Date: April 29, 1999 ------------------------------------------- Kenneth W. Bell Senior Vice President, Chief Financial Officer, Treasurer, Secretary, Director By: /s/ Date: April 29, 1999 ------------------------------------------- M. Daniel Lunt President, Chief Executive Officer, Director EX-5 2 5.1 OPINION OF PARSONS BEHLE & LATIMTER December ___, 1999 WordCruncher Internet Technologies, Inc. 405 East 12450 South Suite B Draper, Utah 84020 Re: WordCruncher Internet Technologies, Inc. Registration Statement on Form S-1 (REGISTRATION NO. 333-79357) Gentlemen: We are acting as counsel to WordCruncher Internet Technologies, Inc., a Nevada corporation (the "Company"), in connection with the preparation of the above-referenced Registration Statement on Form S-1 (the "Registration Statement"), filed by the Company with the Securities and Exchange Commission (the "Commission") on May 28, 1999. The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the "Act"), of 2,689,447 common shares, par value $0.001 per share, previously issued by the Company. Capitalized terms used herein and not otherwise defined have the meanings given to them in the Registration Statement. This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act. In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (i) the Amended and Restated Articles of Incorporation of the Company; (ii) the By-laws of the Company as amended to date; (iii) certain resolutions and written consents of the Board of Directors of the Company relating to the issuance and registration of the Shares; (iv) the Registration Statement, and (v) such other documents as we have deemed necessary or appropriate as the basis for the opinions set forth below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to this opinion which we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others. Members of our firm are admitted to the practice of law in the State of Utah, and we express no opinion as to the laws of any other jurisdiction. Based upon and subject to the foregoing, we are of the opinion that the shares to be issued upon conversion of the Series A Preferred Convertible Stock previously issued by the Company, and the shares to be issued upon exercise of the warrants issued in connection with the Series A Preferred Convertible Stock, when paid for upon such exercise, will be duly authorized and validly issued, and will fully paid and non-assessable. We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the caption "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. Very truly yours, PARSONS BEHLE & LATIMER -----END PRIVACY-ENHANCED MESSAGE-----