-----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, DE3gtj6cHFtXKsaiBby/dyQeXELAJ8MuZ7UxZfdqSw+BQLGjoKvGPS97tx08ys54 fSGTntdA2ASN5as3EC1irg== 0000742814-99-000016.txt : 19990406 0000742814-99-000016.hdr.sgml : 19990406 ACCESSION NUMBER: 0000742814-99-000016 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990405 EFFECTIVENESS DATE: 19990405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARNOX CORP CENTRAL INDEX KEY: 0000742814 STANDARD INDUSTRIAL CLASSIFICATION: LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400] IRS NUMBER: 061094094 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-75663 FILM NUMBER: 99587185 BUSINESS ADDRESS: STREET 1: 1612 N. OSCEOLA AVE CITY: CLEARWATER STATE: FL ZIP: 34615 BUSINESS PHONE: 8134433434 MAIL ADDRESS: STREET 1: 1612 N. OSCEOLA AVENUE CITY: CLEARWATER STATE: FL ZIP: 34615 S-8 1 TELEMETRIX S8 As filed with the Securities and Exchange Commission on April 5, 1999 Commission File Number 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TELEMETRIX INC. (Exact name of Registrant as specified in charter) DELAWARE 59-3453156 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1612 N. Osceola Ave. Clearwater, Florida 33755 (Address of principal executive offices) (Zip Code) 1997 CONTRACTUAL STOCK GRANT 1999 CONTRACTUAL STOCK GRANTS (Full title of the Plan) SALLY A. FONNER, PRESIDENT TELEMETRIX INC. 1612 N. OSCEOLA AVE CLEARWATER, FLORIDA 33755 (address of agent for service) (727) 443-3434 (Telephone number, including area code, of agent for service) Registration Fee Table on Following Page ============================================================================== CALCULATION OF REGISTRATION FEE ============================================================================== PROPOSED PROPOSED TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION BE REGISTERED REGISTERED PER SHARE (1)OFFERING (1) FEE ============================================================================== 1997 Contractual Stock Grant 300,000 $0.36 $108,000 $30.02 1999 Contractual Stock Grants 767,000 $0.36 $276,120 $76.77 ============================================================================== Totals 1,067,000 $384,120 $106.79 ============================================================================== (1) Estimated pursuant to Rule 457(c) solely for the purpose of computing the registration fee. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The document(s) containing the information concerning the Telemetrix Inc., 1997 Contractual Stock Grant and 1999 Contractual Stock Grants required by Item 1 of Form S-8 and the statement of availability of Registrant Information, Plan Information, and other information required by Item 2 of Form S-8 will be sent or given to participants as specified by Rule 428 under the Securities Act of 1933, as amended ("Securities Act"). In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. The registrant shall maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the registrant shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The contents of the following documents filed by Telemetrix Inc., a Delaware corporation formerly known as Arnox Corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") are incorporated by reference into this Registration Statement on Form S-8 ("Registration Statement") by reference and shall be deemed to be a part thereof: (a) The Company's Annual Report on Form 10-KSB for the year ended December 31, 1997; (b) The following reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end of the fiscal year ended December 31, 1997: (i) The Company's Quarterly Report on Form 10-QSB for the 3-month period ended March 31, 1998 (ii) The Company's Quarterly Report on Form 10-QSB for the 3-month period ended June 30, 1998 (iii) The Company's Quarterly Report on Form 10-QSB for the 3-month period ended September 30, 1998 (iv) The Company's Current Report on Form 8-K dated April 2, 1999. (c) Not applicable. All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the 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 herein by reference and to be a part hereof from the date of filing of such documents. The Company will provide, without charge, each participant in the 1997 Contractual Stock Grant and each participant in the 1999 Contractual Stock Grants, upon written or oral request directed to the Company's Secretary at the Company's executive offices, a copy (without exhibits thereto other than exhibits which are specifically incorporated herein by reference) of any or all documents incorporated by reference to this Item 3. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. John L. Petersen, legal counsel for the Company in connection with this registration statement is entitled to receive 150,000 shares of Common Stock as compensation for legal services rendered. Such shares have been included in and registered by this Registration Statement. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company's Amended and Restated Certificate of Incorporation and By-laws are intended to take full advantage of the enabling provisions of the General Corporation Law of the State of Delaware ("GCLD") with respect to limiting the personal liability of its officers, directors, employees and agents. The Amended and Restated Certificate of Incorporation and By-laws provide that the Company may indemnify current and former directors, officers, employees and agents, and persons serving in similar capacities in the subsidiaries or other entities in which the Company has an interest to the fullest extent permitted by the GCLD. Thus, the Company may be prevented from recovering damages for certain alleged errors or omissions by the officers and directors of the Company. Under the Company's By-laws, indemnification payments may only be made upon a determination that the indemnified person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to a criminal proceeding, had no reasonable cause to believe such conduct was unlawful. Such determination shall be made (i) by a majority of the disinterested members of the Board of Directors, (ii) by independent legal counsel in a written opinion, or (iii) by the stockholders. It is the position of the SEC that exculpation from and indemnification for liabilities arising under the Act and the rules and regulations thereunder is against public policy and therefore unenforceable. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1 Specimen Certificate for shares of Company's $0.001 par value Common Stock. Exhibit 4.1 to the Company's Current Report on Form 8-K dated April 1, 1999, is incorporated herein by reference. 5.1 Opinion of John L. Petersen, Attorney at Law, respecting legality of securities being offered. 23.1 Consent of Want & Ender, Certified Public Accountants. 23.2 Consent of John L. Petersen, Attorney at Law (also included in Exhibit 5.1). 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 to: (i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (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 set forth in the registration statement; and (iii) Include any additional or changed material information on 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 registration statement is on Form S-3 or Form S-8, and 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 section 15(g) of the Securities Exchange Act of 1934 that are incorporated by reference in the 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 will 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 the purpose of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 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 will be deemed to be the initial bona fide offering thereof. (1) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the documents constituting the prospectus to each participant to whom such prospectus is sent or given, a copy of the registrant's annual report to stockholders for its last fiscal year, unless such participant otherwise has received a copy of such report in which case the registrant shall state in such prospectus that it will promptly furnish, without charge, a copy of such report on written request of the participant. (2) The undersigned registrant hereby undertakes to transmit or cause to be transmitted to all participants who do not otherwise receive such material as stockholders of the registrant, at the time and in the manner such material is sent to its stockholders, copies of all reports, proxy statements and other communications distributed to its stockholders generally (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer 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 small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer 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 small business issuer 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, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-8 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Clearwater, State of Florida on this 5th day of April 1999. TELEMETRIX INC. BY: /s/ Sally A. Fonner, Chief Executive Officer and Sole Director EX-4 2 4.1 STOCK CERTIFICATE WORDING TELEMETRIX INC INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 87944M 10 7 NUMBER: TEL _______________ SHARES _________________ [See reverse side for certain definitions] This certifies that __________________ is the owner of ___________________ FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, OF $.001 PAR VALUE, OF TELEMETRIX INC., transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney, upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: Secretary: /s/ Michael L. Glaser President : /s/ Michael Tracy Countersigned and Registered: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, Jersey City, NJ - Transfer Agent and Registrar authorized officer [signature] - -----------------. Corporate Seal: Telemetrix Inc., 1983, Delaware. REVERSE SIDE: The Corporation will furnish without charge to each stockholder who so requests a statement of the designations, powers, preferences and relative participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or the Transfer Agent. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common; TEN ENT - as tenants by the entireties; JT TEN - as joint tenants with right of survivorship and not as tenants in common; UNIF GIFT MIN ACT - __[cust]______custodian, _[minor]_ under Uniform Gifts to Minors Act (state name). FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________ [social security number or other identifying number of assignee; printed name and address of assignee, including zip code] shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ____________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated _________________________ Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever. Signature(s) Guaranteed: - ----------------------------- The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. RULE 17Ad-15. EX-5 3 5.1 OPINION OF JOHN L. PETERSEN, ATTORNEY John L. Petersen 5616 San Felipe Attorney at Law Chateau de Barbereche Suite 200 CH-1783 Barbereche Houston, Texas 77056 Switzerland Telephone 713.627.0019 E-mail Telephone 41.26.684.05.00 Facsimile 713.627.0927 jlp@ipo-law.com Facsimile 41.26.684.05.05 April 5, 1999 Telemetrix Inc. 1612 N. Osceola Clearwater, Florida Attention: Chairman of the Board I have acted as counsel for Telemetrix Inc., a Delaware corporation formerly known as Arnox Corporation (the "Company"), in connection with the proposed issuance by the Company of an aggregate of 1,067,000 shares of the Company's Common Stock, $.001 par value ("Common Stock") pursuant to the Company's 1997 Contractual Stock Grant and 1999 Contractual Stock Grants (collectively, the "Plans"). In connection therewith, I have examined, among other things, the Certificate of Incorporation, as amended, and By-laws of the Company, the corporate proceedings with respect to such issuances the Plans and the Registration Statement on Form S-8 (No. 33-_________) filed by the Company on April 5, 1999 (the "Registration Statement") with the Securities and Exchange Commission for the registration, under the Securities Act of 1933, as amended, of the Common Stock. I am rendering this opinion as of the time the Registration Statement becomes effective. Based on my review, I am of the opinion that: 1. The Company is a corporation duly organized validly existing and in good standing under the laws of the State of Delaware. 2. The Company is entitled to use Form S-8 to register the shares of Common Stock issuable under the Plans because each of the grantees has performed bona fide services for the Company and none of the Grants constitutes compensation for services rendered in connection with the offer or sale of securities in a capital-raising transaction. 3. The 1,067,000 shares of Common Stock of the Company issued by the Company to the grantees pursuant to the Plans, have been duly authorized for issuance, and, subject to compliance with any applicable Blue Sky laws, upon the issuance and delivery thereof in accordance with the provisions of the Plans and as set forth in the Registration Statement and upon issuance will be duly authorized, validly issued, fully paid and nonassessable. I hereby consent to the filing, as an exhibit to the Registration Statement, of this opinion. Very truly yours, /s/ John L. Petersen JOHN L. PETERSEN Attorney at Law EX-23 4 23.1 CONSENT OF WANT & ENDER, CPA WANT & ENDER CPA. PC. CERTIFIED PUBLIC ACCOUNTANTS MARTIN ENDER CPA STANLEY Z. WANT CPA, CFP CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Dear Sirs: As independent certified public accountants, we hereby consent to the incorporation in this Form S-8 of our report for the year ended December 31, 1997, incorporated into the Form 10-KSB of ARNOX Corporation previously filed with the Securities and Exchange Commission (SEC File No. 0-14724). /s/ Martin Ender, C.P.A. Want & Ender C.P.A, P.C. April 4, 1999 EX-23 5 23.2 CONSENT OF JOHN L. PETERSEN, ATTORNEY John L. Petersen 5616 San Felipe Attorney at Law Chateau de Barbereche Suite 200 CH-1783 Barbereche Houston, Texas 77056 Switzerland Telephone 713.627.0019 E-mail Telephone 41.26.684.05.00 Facsimile 713.627.0927 jlp@ipo-law.com Facsimile 41.26.684.05.05 April 5, 1999 Telemetrix Inc. 1612 N. Osceola Clearwater, Florida Attention: Chairman of the Board I have acted as counsel for Telemetrix Inc., a Delaware corporation formerly known as Arnox Corporation (the "Company"), in connection with the proposed issuance by the Company of an aggregate of 1,067,000 shares of the Company's Common Stock, $.001 par value ("Common Stock") pursuant to the Company's 1997 Contractual Stock Grant and 1999 Contractual Stock Grants (collectively, the "Plans"). In connection therewith, I have examined, among other things, the Certificate of Incorporation, as amended, and By-laws of the Company, the corporate proceedings with respect to such issuances the Plans and the Registration Statement on Form S-8 (No. 33-_________) filed by the Company on April 5, 1999 (the "Registration Statement") with the Securities and Exchange Commission for the registration, under the Securities Act of 1933, as amended, of the Common Stock. I am rendering this opinion as of the time the Registration Statement becomes effective. Based on my review, I am of the opinion that: 1. The Company is a corporation duly organized validly existing and in good standing under the laws of the State of Delaware. 2. The Company is entitled to use Form S-8 to register the shares of Common Stock issuable under the Plans because each of the grantees has performed bona fide services for the Company and none of the Grants constitutes compensation for services rendered in connection with the offer or sale of securities in a capital-raising transaction. 3. The 1,067,000 shares of Common Stock of the Company issued by the Company to the grantees pursuant to the Plans, have been duly authorized for issuance, and, subject to compliance with any applicable Blue Sky laws, upon the issuance and delivery thereof in accordance with the provisions of the Plans and as set forth in the Registration Statement and upon issuance will be duly authorized, validly issued, fully paid and nonassessable. I hereby consent to the filing, as an exhibit to the Registration Statement, of this opinion. Very truly yours, /s/ John L. Petersen JOHN L. PETERSEN Attorney at Law -----END PRIVACY-ENHANCED MESSAGE-----