S-8 1 s.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RESCON TECHNOLOGY CORPORATION (Exact Name of Registrant as Specified in its Charter) Nevada 83-0210455 (State or Other Jurisdiction (IRS Employer ID No.) of incorporation or organization) 5525 South 900 East, Suite 110 Salt Lake City, Utah 84117 (Address of Principal Executive Offices) (801) 262-8844 (Issuer's Telephone Number, including Area Code) Consulting Agreement (the "Plan") (Full Title of the Plan) Stephen Nagel 5525 South 900 East, Suite 110 Salt Lake City, Utah 84117 (Name and Address of Agent for Service) (801) 262-8844 (Telephone Number, Including Area Code, of Agent for Service) IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ] CALCULATION OF REGISTRATION FEE ----------------------------------------------------------------------------- Title of Each Proposed Proposed Class of Maximum Maximum Amount of Securities to Amount to be Price per Aggregate Registration be Registered Registered (1) Unit/Share Offering Price Fee ----------------------------------------------------------------------------- $0.001 par value common voting stock 162,000 $0.10 $16,200 $3.87 (2) ----------------------------------------------------------------------------- (1) All of these securities are subject to lock-up/leak-out provisions contained in Section 4 of the Plan that prohibit the resale of any of the Securities for a period of at least ninety days from the closing of any reorganization or merger involving the Registrant, and with resales of the shares to commence thereafter, at the election of the Plan participants thereof, of no more than 1/12th of their respective shares over each of the next twelve consecutive months, on a cumulative basis. (2) Calculated according to Rule 230.457(h) of the Securities and Exchange Commission, based upon the exercise price of the options covering the underlying common stock to be issued under the Plan. PART I Item 1. Plan Information. -------------------------- Plan. ----- A copy of the Consulting Agreement (the "Plan") is attached hereto and incorporated herein by reference. Item 2. Registrant Information and Employee Plan Annual Information. --------------------------------------------------------------------- Available Information. ---------------------- Copies of the Plan, the 10-KSB Annual Report of the Registrant for the year ended August 31, 2001, all 10-QSB Quarterly Reports and any Current Reports filed with the Securities and Exchange Commission (the "Commission") during the past twelve months have been provided to the Plan participants. The Registrant also undertakes to furnish, without charge, to such participants or person purchasing any of the securities registered hereby, copies of all of such documentation. Requests should be directed to Stephen Nagel, President, at the address and telephone appearing on the Cover Page of this Registration Statement, or any successor President of the Company. Additional information regarding the Registrant may be reviewed at the Commission's web site www.sec.gov, in the Edgar Archives. PART II Information Required in the Registration Statement -------------------------------------------------- Item 3. Incorporation of Documents by Reference. ------------------------------------------------- The following documents are incorporated by reference into this Registration Statement and made a part hereof, to wit: (a) The Registrant's 10-KSB Annual Report for the fiscal year ended August 31, 2001, filed with the Commission on or about November 30, 2001; (b) All other reports filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") for the past twelve months; (c) Not applicable. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and made a part hereof from the date of the filing of such documents. Item 4. Description of Securities. ----------------------------------- The Registrant is authorized to issue one class of securities, being comprised of $0.0001 par value common voting stock. The holders of the $0.0001 par value common stock of the Registrant have traditional rights as to voting, dividends and liquidation. All shares of common stock are entitled to one vote on all matters; there are no pre-emptive rights and cumulative voting is not allowed. The common stock is not subject to redemption and carries no subscription or conversion rights. In the event of liquidation of the Registrant, the holders of common stock are entitled to share equally in corporate assets after satisfaction of all liabilities. Item 5. Interest of Named Experts and Counsel. ----------------------------------------------- Branden T. Burningham, Esq., who has prepared this Registration Statement, the Plan and an Opinion regarding the authorization, issuance and fully-paid and non-assessable status of the securities covered by this Registration Statement, presently owns no shares of common stock of the Registrant and is not deemed to be an affiliate of the Registrant or a person associated with an affiliate of the Registrant. Item 6. Indemnification of Directors and Executive Officers. ------------------------------------------------------------- Under the Nevada Revised Statutes, a corporation has the power to indemnify any person who is made a party to any civil, criminal, administrative or investigative proceeding, other than an action by or in the right of the corporation, by reason of the fact that such person was a director, officer, employee or agent of the corporation, against expenses, including reasonable attorneys' fees, judgments, fines and amounts paid in settlement of any such actions; provided, however, in any criminal proceeding, the indemnified person shall have had no reason to believe the conduct committed was unlawful. Item 7. Exemption from Registration Claimed. --------------------------------------------- None. Item 8. Exhibits. ------------------ Exhibit Number ------ 5 Opinion regarding Legality 23.1 Consent of Branden T. Burningham, Esq. 23.2 Consent of Mantyla, McReynolds Certified Public Accountants 99.1 Participants Letter 99.2 Consulting Agreement 99.3 Response Letter of Duane S. Jenson 99.4 Response Letter of Jeffrey D. Jenson 99.5 Response Letter of Travis T. Jenson 99.6 Response Letter of Thomas J. Howells 99.7 Response Letter of James P. Doolin 99.8 Response Letter of Kelly Trimble 99.9 Response Letter of Michael J. Doolin 99.10 Response Letter of Leonard W. Burningham, Esq. Item 9. Undertakings. ---------------------- The undersigned Registrant hereby undertakes: (a) (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 (the "Securities Act"); (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; and (iii) To include any additional or changed 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, only to the extent required by the general rules and regulations of the Commission. (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) That for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act, as amended, may be permitted to directors, executive officers and controlling persons of the Registrant as outlined above 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, executive officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, executive 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 of 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, 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, on the date or dates appearing opposite the respective signatures hereto. REGISTRANT: Date: 6/26/02 By /s/ Stephen Nagel --------------- ------------------------------- President and Director Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons (who constitute all of the members of the Board of Directors of the Registrant) in the capacities and on the date indicated. Date: 6/26/02 By /s/ Stephen Nagel ---------------- -------------------------------- President and Director Date: 6/26/02 By /s/ Victoria Jenson ---------------- -------------------------------- Vice President and Director Date: 6/26/02 By /s/ Sarah Jenson ---------------- -------------------------------- Secretary and Director Securities and Exchange Commission File No. 000-13822 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 EXHIBITS TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RESCON TECHNOLOGY CORP. EXHIBIT INDEX Exhibit Number ------- 5 Opinion regarding Legality 23.1 Consent of Branden T. Burningham, Esq. 23.2 Consent of Mantyla, McReynolds Certified Public Accountants 99.1 Participants Letter 99.2 Consulting Agreement 99.3 Response Letter of Duane S. Jenson 99.4 Response Letter of Jeffrey D. Jenson 99.5 Response Letter of Travis T. Jenson 99.6 Response Letter of Thomas J. Howells 99.7 Response Letter of James P. Doolin 99.8 Response Letter of Kelly Trimble 99.9 Response Letter of Michael J. Doolin 99.10 Response Letter of Leonard W. Burningham, Esq.