-----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, NhRnzfHoVfHqSecnGrutLDi4CseRvX05NBJ+17aEBx9Ze10c3SGTGekLpCaXkoxb 4cIkJPPYFVgvS5YUaVGRgA== /in/edgar/work/0000890566-00-500031/0000890566-00-500031.txt : 20001009 0000890566-00-500031.hdr.sgml : 20001009 ACCESSION NUMBER: 0000890566-00-500031 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20001006 EFFECTIVENESS DATE: 20001006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IEXALT INC CENTRAL INDEX KEY: 0000313625 STANDARD INDUSTRIAL CLASSIFICATION: [7370 ] IRS NUMBER: 751667097 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-47592 FILM NUMBER: 736461 BUSINESS ADDRESS: STREET 1: 4301 WINDFERN CITY: HOUSTON STATE: TX ZIP: 77041 BUSINESS PHONE: 2816004000 MAIL ADDRESS: STREET 1: 4301 WINDFERN CITY: HOUSTON STATE: TX ZIP: 77041 FORMER COMPANY: FORMER CONFORMED NAME: SUNBELT EXPLORATION INC DATE OF NAME CHANGE: 19980821 S-8 1 0001.txt As filed with the Securities and Exchange Commission on October 6, 2000. Registration No. 333-__________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ iEXALT, INC. (Exact name of registrant as specified in its charter) NEVADA 75-1667097 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 4301 WINDFERN HOUSTON, TEXAS 77041 (Address, including Zip Code, of Registrant's Principal Executive Offices) ------------------------ LETTER AGREEMENT WITH CONSULTING & STRATEGY INTERNATIONAL LLC (Full Title of Plan) ------------------------ Donald W. Sapaugh Chief Executive Officer 4301 WINDFERN HOUSTON, TEXAS 77041 (Name and Address of agent for service) (281) 600-4000 (Telephone Number, including area code, of agent for service) ------------------------ Copy to: Seth A. Farbman, P.C. Seth A. Farbman 138-54 Jewel Avenue Flushing, NY 11367 (718) 261-4327 -------------------------------------- CALCULATION OF REGISTRATION FEE --------------------------------------
AGGREGATE AMOUNT TO OFFERING AMOUNT OF TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED (1) PRICE (2) REGISTRATION FEE (2) ============================================= ================= =================== ==================== Common Stock, par value $.001 per share 600,000 $628,140 $166 ============================================= ================= =================== ====================
(1) This Registration Statement relates to 600,000 shares of the Registrant's Common Stock, par value $.001 per share, to be issued upon conversion of certain options granted pursuant to the terms of the Letter Agreement with Consulting and Strategy International LLC. (2) Pursuant to Rule 457(c) of the Securities Act of 1933 (the "Securities Act") the registration fee is calculated on the basis of the average of the bid and ask prices for the Common Stock as quoted on the Over-the-Counter Bulletin Board on October 3, 2000, $1.0469 ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The following documents listed under this Part I and the documents incorporated by reference under Item 3 of Part II to this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act, and are incorporated herein by reference. ITEM 1. PLAN INFORMATION The information required to be provided pursuant to this Item to the participants Franklin C. Fisher, Jr. and Steve Tebo, principals of Consulting & Strategy International LLC, is set forth in the Letter Agreement with Consulting & Strategy International LLC ("Letter Agreement"). See Exhibit 4.1. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION The written statement required to be provided to participants pursuant to this Item 2 is set forth in the Letter Agreement referenced in Item 1 above. We will provide without charge to each participant in the written compensation contracts, upon written or oral request of such person, a copy (without exhibits, unless such exhibits are specifically incorporated by reference) of any or all of the documents incorporated by reference pursuant to this Item 2. Requests may be forwarded to iExalt, Inc., Don Sapaugh, 4301 Windfern, Houston, Texas 77041, (281) 600-4000. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The contents of the following documents filed by iEXALT, INC., a Nevada corporation ("iEXALT" or the "Registrant"), with the Securities and Exchange Commission (the "Commission") are hereby incorporated into this registration statement ("Registration Statement") by reference: (i) Annual Report on Form 10-KSB for the fiscal year ended August 31, 1999 as filed on November 29, 1999; and (ii) Quarterly Reports on Form 10-QSB for the quarters ended November 30, 1999, February 29, 2000, and May 31, 2000; and (iii) Current Reports on Form 8-K as filed on October 15, 1999 (as amended on December 15, 1999), December 16, 1999 (as amended on February 14, 2000), January 28, 2000 (as amended on March 16, 2000), July 26, 2000 (as amended on September 25, 2000), July 27, 2000 and September 19, 2000. All documents filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the filing date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement 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 such documents. We will provide without charge to each participant in the written compensation contracts, upon written or oral request of such person, a copy (without exhibits, unless such exhibits are specifically incorporated by reference) of any or all of the documents incorporated by reference pursuant to this Item 3. ITEM 4. DESCRIPTION OF SECURITIES Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Nevada General Corporation Law ("NGCL") provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party, by reason of the fact that such person was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to (i) any action or suit by or in the right of the corporation against expenses, including amounts paid in settlement and attorneys' fees, actually and reasonably incurred, in connection with the defense or settlement believed to be in, or not opposed to, the best interests of the corporation, except that indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction to be liable to the corporation or for amounts paid in settlement to the corporation and (ii) any other action or suit or proceeding against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred, if he or she acted in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, reasonable cause to believe his or her conduct was unlawful. To the extent that a director, officer, employee or agent has been "successful on the merits or otherwise" the corporation must indemnify such person. The articles of incorporation or bylaws may provide that the expenses of officers and directors incurred in defending any such action must be paid as incurred and in advance of the final disposition of such action. The NGCL also permits the registrant to purchase and maintain insurance on behalf of the registrants directors and officers against any liability arising out of their status as officers and directors, whether or not the registrant would have the power to indemnify him against such liability. These provisions may be sufficiently broad to indemnify such persons for liabilities arising under the Securities Act. Our Articles of Incorporation and bylaws provide that we shall, to the fullest extent allowed by applicable law, indemnify any director, officer, employee, agent or other representative of iExalt in connection with certain actions, suits or proceedings, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred. Our Articles of Incorporation and bylaws also provide that, by resolution of the board of directors, we may pay any expenses incurred by our directors, officers, employees, agents or other of our representatives of in defending such an action, in advance of the final disposition of such action. The NGCL provides that a corporation's articles of incorporation may contain a provision which eliminates or limits the personal liability of a director or officer to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, provided that such a provision must not eliminate or limit the liability of a director or officer for: (a) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or (b) the payment of illegal distributions. Our Articles include a provision eliminating the personal liability of directors for breach of fiduciary duty to the extent allowed under applicable law. Our bylaws provide that we may maintain insurance, at our expense, to protect us and any of our directors, officers, employees or agents or any person serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any expense, liability or loss, whether or not we would have the power to indemnify such person against such expense, liability or loss under the NGCL. We carry directors and officers liability insurance that would indemnify our directors and officers against damages arising out of certain kinds of claims that might be made against them based on their negligent acts or omissions while acting in their capacity as officers and directors. Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities 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 whether such indemnification by it is against public policy as expressed in the Securities Act, and will be governed by the final adjudication of such issue. The above discussion of the NGCL and our Articles of Incorporation and bylaws is not intended to be exhaustive and is qualified in its entirety by the NGCL and our Articles of Incorporation and bylaws. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. ITEM 8. EXHIBITS EXHIBIT NUMBER. DESCRIPTION OF EXHIBIT ------- ----------------------------------------------------------------- 3.1 Restated Articles of Incorporation of the Company (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-QSB for the quarter ending February 29, 2000 as filed with the Commission on April 14, 2000). 3.2 Amended bylaws of the Company (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-QSB for the quarter ending February 29, 2000 as filed with the Commission on April 14, 2000). 4.1 Letter Agreement between iEXALT, INC. and Consulting & Strategy International LLC dated September 25, 2000 (filed herewith). 5.1 Opinion of Seth A. Farbman, P.C. (filed herewith). 23.1 Consent of Jones, Jensen & Company (filed herewith). 23.2 Consent of Harper & Pearson Company, P.C. (filed herewith). 23.3 Consent of Baird, Kurtz & Dobson (filed herewith). 23.4 Consent of Seth A. Farbman, P.C. (included in Exhibit 5.1). ITEM 9. UNDERTAKINGS (a) UNDERTAKING TO UPDATE 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 to: (i) include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (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, represent a fundamental change in the information 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, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any 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. (b) UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act that is incorporated by reference in this 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. (c) UNDERTAKING WITH RESPECT TO INDEMNIFICATION Insofar as indemnification for liabilities arising under the Securities Act 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 Securities 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 whether such indemnification by it is against public policy as expressed in the Securities 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 the City of Houston, State of Texas, on this 5th day of October, 2000. iEXALT, INC. By: /s/ DONALD W. SAPAUGH ----------------------------------- Donald W. Sapaugh CHIEF EXECUTIVE OFFICER In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on this 5th day of October, 2000. SIGNATURE TITLE --------- ----- /s/ Donald W. Sapaugh Chief Executive Officer and Chairman - ---------------------------------- of the Board (principal executive Donald W. Sapaugh officer) /s/ JAMES W. CARROLL Chief Financial Officer, (principal - ------------------------------------- accounting officer) James W. Carroll /s/ HUNTER M. A. CARR Director - ------------------------------------- Hunter M. A. Carr /s/ MORRIS H. CHAPMAN Director - ------------------------------------- Morris H. Chapman /s/ VICTORIA R. A. CARR Director - ------------------------------------- Victoria R. A. Carr INDEX TO EXHIBITS EXHIBIT NUMBER. DESCRIPTION OF EXHIBIT ------- ----------------------------------------------------------------- 3.1 Restated Articles of Incorporation of the Company (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-QSB for the quarter ending February 29, 2000 as filed with the Commission on April 14, 2000). 3.2 Amended bylaws of the Company (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-QSB for the quarter ending February 29, 2000 as filed with the Commission on April 14, 2000). 4.1 Letter Agreement between iEXALT, INC. and Consulting & Strategy International LLC dated September 25, 2000 (filed herewith). 5.1 Opinion of Seth A. Farbman, P.C. (filed herewith). 23.1 Consent of Jones, Jensen & Company (filed herewith). 23.2 Consent of Harper & Pearson Company, P.C. (filed herewith). 23.3 Consent of Baird, Kurtz & Dobson (filed herewith). 23.4 Consent of Seth A. Farbman, P.C. (included in Exhibit 5.1). EX-4.1 2 0002.txt EXHIBIT 4.1 [iEXALT LETTERHEAD] September 25, 2000 Consulting & Strategy International LLC Attention: Frank Fisher 5433 Westheimer, Suite 500 Houston, Texas 77056 Re: Letter Agreement / Consideration for Additional Consulting Services Dear Sirs: This letter documents the verbal agreement that we have negotiated. From the period of August 1, 2000 to present, Consulting & Strategy International LLC ("CSI") has provided significant services to iExalt, Inc. (the "Company") related to the reorganization and corporate restructuring of the Company's management team and guidance related to the Company's growth by acquisition strategy. The time, attention and consulting services devoted by CSI and your assistance in the streamlining of our operations for future growth initiatives went beyond those services contemplated in our consulting agreement of September 1, 1999 ("Consulting Agreement"). As such, our Board of Directors has approved the grant of a currently exercisable one year option (from the date hereof) to purchase 600,000 shares of the Company's common stock, par value $.001 per share, at an exercise price of $.02 per share ("Option") as consideration for your services in addition to the fees due under the Consulting Agreement. Pursuant to our negotiations, the Company has agreed, on a best efforts basis, to seek registration of the shares underlying the Option using a registration on Form S-8. Pursuant to this letter agreement, the Option shall be granted equally in the names of the principals of Consulting & Strategy International: Franklin C. Fisher, Jr. and Steve Tebo (the "Optionees"). The Optionees shall notify the Company by written notice, substantially in the form of the Option Exercise Form annexed hereto, as to the number of shares of Common Stock which the Optionee desires to purchase under this Option, which written notice shall be accompanied by the Optionee's check payable to the order of the Company for the full option price. Please signify your agreement to this fee structure by signing below and fax and mail such executed letter to the Company at the address noted above. Thank you again for your efforts and we look forward to a continued relationship. Very truly yours, /S/ DONALD W. SAPAUGH ----------------------------------------- Donald W. Sapaugh, CEO ACCEPTED AND AGREED TO: CONSULTING & STRATEGY INTERNATIONAL, LLC By: /s/ STEVE TEBO ---------- Title: President OPTION EXERCISE FORM iEXALT, INC. Attention: Donald W. Sapaugh 4301 Windfern Houston, Texas 77041 The undersigned hereby exercises the right to purchase _______ shares of the Company's Stock pursuant to and in accordance with the terms and conditions of the Letter Agreement dated September 25, 2000, and herewith makes payment of $ _________ , and requests that a certificate for such shares be issued in the name of the undersigned and be delivered to the undersigned at the address stated below. Date: ____________________________ Address: ____________________________ ____________________________ ____________________________ ___________________________ Name: EX-5.1 3 0003.txt EXHIBIT 5.1 [SETH A. FARBMAN, P.C. LETTERHEAD] October 5, 2000 iEXALT, Inc. Attention: Donald W. Sapaugh 4301 Windfern Houston, Texas 77041 RE: iEXALT, INC. REGISTRATION STATEMENT ON FORM S-8: LETTER AGREEMENT WITH CONSULTING & STRATEGY INTERNATIONAL LLC Ladies and Gentlemen: We have acted as special counsel to iExalt, Inc., a Nevada corporation ("Company"), in connection with the preparation for filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 ("Registration Statement") under the Securities Act of 1933, as amended. The Registration Statement relates to the registration of 600,000 shares ("Shares") of the Company's common stock, par value $.001 per share ("Common Stock"), which may be issued in connection with the exercise of certain option rights granted (the "Option") to Frank Fischer, Jr. and Steve Tebo pursuant to the Letter Agreement with Consulting & Strategy International LLC (the "Written Compensation Agreement") dated September 25, 2000. We have examined the Written Compensation Agreement and such corporate records, documents, instruments and certificates of the Company, and have reviewed such other documents as we have deemed relevant under the circumstances. In such examination, we have assumed without independent investigation the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons, and the conformity of any documents submitted to us as copies to their respective originals. As to certain questions of fact material to this opinion, we have relied without independent investigation upon statements or certificates of public officials and officers of the Company. Based upon and subject to the foregoing, we are of the opinion that the shares of Common Stock issuable upon the exercise of the Option, when issued and paid for as described in the Written Compensation Agreement, will be duly authorized and validly issued, fully paid and non-assessable. We hereby consent to the use of this opinion as herein set forth as an exhibit to the Registration Statement. This opinion is conditioned upon the compliance by the Company with all applicable provisions of the Securities Act of 1933, as amended, and such state securities rules, regulations and laws as may be applicable. Very truly yours, /s/ SETH A. FARBMAN, P.C. -------------------------------------- Seth A. Farbman, P.C. EX-23.1 4 0004.txt EXHIBIT 23.1 CONSENT OF JONES, JENSEN & COMPANY, INDEPENDENT AUDITOR October 4, 2000 We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Business Consulting Contract and Letter Agreement with Consulting & Strategy International, LLC of our report dated October 12, 1999, with respect to the financial statements and schedules of iExalt, Inc. (formerly Sunbelt Exploration, Inc.) included in its Annual Report on Form 10-KSB for the year ended August 31, 1999, filed with the Securities and Exchange Commission. /s/ JONES, JENSEN & COMPANY ----------------------------------------- JONES, JENSEN & COMPANY EX-23.2 5 0005.txt EXHIBIT 23.2 [HARPER AND PEARSON COMPANY LETTERHEAD] CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated November 5, 1999, December 3, 1999, December 15, 1999 and February 11, 2000, which appear in iExalt, Inc. Current Reports on Forms 8-K/A dated December 15, 1999, February 14, 2000 and March 16, 2000. /s/ HARPER & PEARSON COMPANY ------------------------------------------ HARPER & PEARSON COMPANY Houston, Texas October 4, 2000 EX-23.3 6 0006.txt EXHIBIT 23.3 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by refernce in this Registration Statement on Form S-8 of our report dated July 31, 2000 on the financial statements of PremierCare, LLC, included in Form 8-K/A filed with the Securities and Exchange Commission on September 25, 2000. /s/ BAIRD, KURTZ & DOBSON ------------------------- Baird, Kurtz & Dobson Baird, Kurtz, & Dobson Bowling Green, Kentucky September 27, 2000 -----END PRIVACY-ENHANCED MESSAGE-----