-----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, MviynbmMSzDTUDoSvd+yo8I6+flarntflLWBCdmzpfAcLosgB2qZP2vQr2viiMBi +kVcAz/g/R7zFhmRxvhHKg== 0000096313-98-000082.txt : 19980630 0000096313-98-000082.hdr.sgml : 19980630 ACCESSION NUMBER: 0000096313-98-000082 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19980629 EFFECTIVENESS DATE: 19980629 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGITRAN SYSTEMS INC /DE CENTRAL INDEX KEY: 0000876134 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 720861671 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-57959 FILM NUMBER: 98656191 BUSINESS ADDRESS: STREET 1: 90 NORTH 100 EAST CITY: LOGAN STATE: UT ZIP: 84321 BUSINESS PHONE: 8017529067 S-8 1 As Filed with the Securities and Exchange Commission on June 26, 1998 No. 33-________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DIGITRAN SYSTEMS, INCORPORATED (Exact Name of Registrant as Specified in its Charter) DELAWARE 72-0861671 (State of Incorporation) (I.R.S. Employer Identification No.) 2167 North Main P.O. Box 6310 North Logan, Utah 84341-6310 (Address of Principal Executive Offices) One (1) Professional Services Agreement, One (1) Fee Agreement, and One (1) Consulting Agreement (Full Title of the Plans) Copy to: Loretta Trevers Gary L. Blum, Esq. 2167 North Main Law Offices of Gary L. Blum North Logan, Utah 84341-6310 3278 Wilshire Blvd., Suite 603 Telephone (435) 752-9067 Los Angeles, CA 90010 Facsimile (435) 752-5888 Telephone (213) 381-7450 (Name, Address and Telephone Facsimile (213) 384-1035 Number of Agent for Service) CALCULATION OF REGISTRATION FEE Title of Plan Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of to be Registered Registered Offering Price Per Aggregate Offering Registration Share Fee _______________ _______________ _______________ ________________ __________________ ____________ Professional Services Common Shares 100,000 [1] $ 0.687 $ 68,700 $ 23.69 Agreement Fee Agreement Common Shares 20,000 [1] $ 0.687 $ 13,740 $ 4.74 Consulting Agreement Common Shares 30,000 [1] $ 0.687 $ 20,610 $ 7.11 Total 150,000 $ 103,050 $ 35.54
This Registration Statement, including exhibits, consists of 15 sequentially numbered pages. The Index to Exhibits appears on sequentially numbered page 8. (Footnotes) [1] Calculated pursuant to Rule 457(h). [2] Shares subject to options previously granted pursuant to such Plan. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information Item 2. Registrant Information The information required by Items 1 and 2 of Part I are not filed as part of this Registration Statement pursuant to the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference The following documents of Digitran Systems, Incorporated (the "Company"), previously filed with the Securities and Exchange Commission, are incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for the fiscal year ended April 30, 1997; 2. All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the above reference to the Company's Annual Report on Form 10-K. In addition, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this Registration Statement, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which reregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities Not Applicable. Item 5. Interests of Named Experts and Counsel Not Applicable. 3 Item 6. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law ("Delaware Law") authorizes a court to award or a corporation's Board of Directors to grant indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended. The Registrant's Articles of Incorporation provide that the Company's Directors shall not be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the Delaware General Corporation Law. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits See the Index to Exhibits at Page 7 of this Registration Statement. 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: (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, represents a fundamental change in the information set forth in the Registration Statement; and (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; 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(d) of this Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. 4 (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 at the 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. The undersigned registrant undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions described under Item 6 above, or otherwise, the Company 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 of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted against the Company by such director, officer or controlling person in connection with the securities being registered, the Company 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 of 1933 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 Logan, State of Utah on the 22nd , day of June, 1998. Digitran Systems, Incorporated. By: /s/ Loretta Trevers Loretta Trevers Chief Executive Officer 5 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on the 22nd , day of June, 1998. SIGNATURE TITLE /s/ Loretta Trevers Chairman of the Board, Loretta Trevers Chief Executive Office and Director /s/ Gary L. Blum Director Gary L. Blum /s/ Jamie Levy Director Jamie Levy /s/ Scott Lybbert Chief Financial Officer Scott Lybbert 6 INDEX TO EXHIBITS Exhibit Sequentially Number Description Numbered Page 5.1 Opinion of Law Offices of Gary L. Blum 8 10.1 Professional Services Agreement 10 10.2 Fee Agreement 11 10.3 Consulting Agreement 13 23.1 Consent of Law Offices of Gary L. Blum 14 (Included in Exhibit 5.1) 23.2 Consent of Tanner + Co 15 7 EX-5 2 EXHIBIT 5.1 OPINION OF LAW OFFICES OF GARY L. BLUM June 16, 1998 Digitran Systems, Incorporated 2176 North Main P.O. Box 6310 North Logan Utah 84341-6310 Re: Digitran Systems, Incorporated Registration Statement on Form S-8 Gentlemen: We are acting as counsel for Digitran Systems, Incorporated, a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of the offering and sale of up to 150,000 shares (the "Shares") of the Company's common stock of $.01 par value. The Shares include 100,000 shares issuable pursuant to that certain Professional Services Agreement granting stock to a Company employee or consultant, 20,000 shares issuable pursuant to that certain Fee Agreement granting stock to a Company employee or consultant, and 30,000 shares issuable pursuant to that certain Consulting Agreement granting stock to a Company employee or consultant. A Registration Statement on Form S-8 covering the Shares (the "Registration Statement") is being filed under the Act with the Securities and Exchange Commission. In rendering the opinions expressed herein, we have reviewed such matters of law as we have deemed necessary and have examined a copy of the Professional Services Agreement, and such agreements, instruments, documents and records as we have deemed relevant. In rendering the opinions expressed herein, we have assumed the genuineness and authenticity of all documents examined by us and of all signatures thereon; the legal capacity of all natural persons executing such documents; the conformity to original documents of all documents submitted to us as certified or conformed copies or photocopies; and the completeness and accuracy of the certificates of public officials examined by us. We have made no independent factual investigation with regard to any such matters. 8 Digitran Systems, Incorporated June 16, 1998 Page 2 Based upon the foregoing, but subject to the limitations set forth below, it is our opinion that the Shares will have been duly authorized and, when issued and sold in accordance with the terms of the Professional Services Agreement and with the terms of the Consulting Agreement, will have been legally issued, fully paid and non-assessable. The opinions expressed herein are limited to matters involving the federal laws of the United States. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. Respectfully submitted, Law Offices of Gary L. Blum By: /s/ Gary L. Blum Gary L. Blum, Esq. 9 EX-10 3 EXHIBIT 10.1 Professional Services Agreement (between Registrant and Gary L. Blum) Professional Services Agreement This Agreement is made between Digitran Systems, Incorporated with its place of business at 2176 North Main, North Logan, Utah, 84341-6310 (herein referred to as "Client") and Gary L. Blum, Esq., with his place of business c/o Law Offices of Gary L. Blum, 3278 Wilshire Boulevard, Suite 603, Los Angeles, CA 90212 (herein referred to as "Employee"), as of April 24, 1998. In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties do hereby agree as follows: I. QUALIFICATION: The Employee has special skills and experience in certain fields of activity in which the Client is interested. II. SERVICES RENDERED: Client engaged the nonexclusive services of Employee for the period of January 1, 1995 through April 24, 1998, and Employee has rendered substantial services to Client over the period as agreed upon. III. COMPENSATION: The Client shall grant to Employee as of the date of this Agreement, an amount of 100,000 restricted shares of the Client's common stock. This grant of shares is considered earned to Employee as of April 24, 1998. Client shall register such shares with the Securities and Exchange Commission on Form S-8 as soon as is practical. IV. ENTIRE AGREEMENT: This document represents the complete agreement between parties and may be modified or amended only by duly executed written agreements. This Agreement shall be construed in accordance with the laws of the State of California. IN WITNESS WHEREOF: The parties hereto have duly executive this Agreement as of the day and year noted above. "Client" "Employee" Digitran Systems, Incorporated Gary L. Blum, Esq. By /s/ Loretta Trevers By /s/ Gary L. Blum Its: President Its: 10 EX-10 4 EXHIBIT 10.2 Fee Agreement (between Registrant and Jason Landess) Fee Agreement This Agreement, made and entered into this 30th day of April, 1998, at Las Vegas, Clark County, Nevada, by and between Digitran Systems, Incorporated (hereinafter referred to as "Client") and Jason G. Landess (hereinafter referred to as "Attorney"). WITNESSETH: WHEREAS, Client wishes to retain Attorney for the purpose of rendering general business legal advice for Client's business (hereinafter referred to as "Services"); and WHEREAS, in consideration of Services rendered and to be rendered by Attorney to Client, client retains Attorney to perform said Services. NOW THEREFORE, it is agreed by and between the parties as follows: 1. In consideration of Attorney undertaking to represent Client in connection with the Services, Client agrees that the compensation for said Services shall be as follows: Client agrees to pay to Attorney the initial retainer sum of 20,000 shares of S-8 (unrestricted) stock in Digitran Systems, Incorporated. The stock certificate(s) for these shares shall show the owner as Jason G. Landess and shall be delivered directly to Jason G. Landess at 6600 W. Charleston Blvd., Suite 118, Las Vegas, Nevada 89102. Thereafter, beginning on August 1, 1998, Client agrees to pay Attorney his normal hourly rate of $250.00 per hour for any Service provided after that date. 2. This Agreement shall be for an indefinite period of time. However, this Agreement may be cancelled by any party upon thirty (30) days written notice to the other party. 3. In addition to the payments referred to in Paragraph 1, Client shall be responsible for the payment of all costs and expenses incurred in connection with the Services (including, but not limited to, filing fees, deposition fees, fees for process servers, travel expenses, expert witness fees, photocopy charges and postage) as incurred in the normal course of doing business. Attorney shall bill these costs on a monthly basis and Client agrees to immediately reimburse Attorney for said costs and expenses. 4. Client agrees to pay the amounts referred to in Paragraphs 1 and 2 and in a timely manner. Should Client fail to pay said amounts within thirty (30) days from the due date thereof, Client acknowledges and agrees that Attorney may immediately withdraw from representation of Client in all matters and cease providing Services. Interest shall be charged on any unpaid amounts over thirty (30) days past due at the rate of 1.5% per month. 11 5. Client agrees to keep Attorney advised of Client's whereabouts at all times and , in the event of litigation, to cooperate in the preparation and trial of the case, to appear on reasonable notice for depositions and court appearances, and to comply with all reasonable requests made of Client in connection with the preparation and presentation of this case. 6. Client agrees and acknowledges that no representations have been made by Attorney regarding the successful termination of any matter or as to what amounts, if any, Client may be entitled to recover or pay to any other party, and all expressions relative thereto are matters of Attorney's opinion only. 7. Client understands and agrees that all amounts recovered and received on Client's behalf are to be placed in Attorney's trust account upon collection thereof, and Client hereby appoints Attorney as client's attorney-in-fact and hereby grants Attorney power of attorney for the specific and limited purpose only of endorsing Client's name to all drafts for deposit into Attorney's trust account. 8. Client hereby grants Attorney a lien upon all causes of action in which Client is represented by Attorney or any proceeds recovered therefrom or otherwise for Attorney's fees and advances, and client specifically authorizes Attorney to retain Attorney's fees from the total amount recovered and withdraw the same from Attorney's trust account upon receipt of said funds, and to pay all advances and costs of suit to Attorney our of any proceeds recovered and deposited into Attorney's trust account. 9. In the event there is a dispute regarding this Agreement, it shall be governed by Nevada law. Should litigation arise in regard to this Agreement, the prevailing party shall be entitled to costs and the attorney's fees actually incurred. The term "prevailing party" as used in this paragraph means that party that is entitled to recover costs of the suit. IN WITNESS WHEREOF, we, the undersigned, have executed this Agreement the day and year first written above. JASON G. LANDESS DIGITRAN SYSTEMS, INCORPORATED By /s/ Jason G. Landess By /s/ Loretta Trevers Jason G. Landess Loretta Trevers, CEO/President 12 EX-10 5 EXHIBIT 10.3 Consulting Agreement (between Registrant and Jack Schatz) Contract Date: April 30, 1998 Contract consultant agreement between Digitran, Inc., located at 2176 North Main Street, North Logan, Utah 84341 and Jack Schatz of Corporate Concepts, Ltd. of 260 Fifth Avenue, New York, New York, 10001. Jack Schatz agrees to: 1. Write a marketing plan which will include all information needed for investors to be assured of the intent and professionalism of the marketing effort to be mounted in support of the Truck Learning Centers. 2. Produce a computer-generated presentation based on the written version of the approved marketing plan. 3. Make recommendation for market support tools needed, such as videos, brochures, Trade show booth designs, etc. Any approval and follow through of production of such tools will be determined as needed and will fall under a separate contract. Digitran, Inc. agrees to compensate Jack Schatz for the above described services by issuing Digitran Systems, Incorporated common stock in the amount of 30,000 shares and approval travel expenses. This contract will expire upon completion of the approved marketing plan, computer-generated presentation and the recommendations for the marketing support tools. /s/ Jack Schatz Jack Schatz, Corporate Concepts, Ltd. /s/ Loretta Trevers Loretta Trevers, Digitran, Inc. 13 EX-23 6 EXHIBIT 23.1 CONSENT OF LAW OFFICES OF GARY L. BLUM (INCLUDED IN EXHIBIT 5.1) 14 EX-23 7 EXHIBIT 23.2 CONSENT OF TANNER + CO CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of our report dated November 19, 1997, which appears in the Annual Report on Form 10-K of Commodore Applied Technologies, Inc. and subsidiaries for the year ended April 30, 1997 , and to the reference of our firm under the caption "Experts" in the Prospectus. 15 -----END PRIVACY-ENHANCED MESSAGE-----