-----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, HPotLlQ+TUexKYPS3yAvAMD+f7JfT4IWboT7sG0+is5HZONHypsQ/jNEOYsmkllE Q6QvtK+TvmNpFet822WaoQ== 0001116502-02-000268.txt : 20020415 0001116502-02-000268.hdr.sgml : 20020415 ACCESSION NUMBER: 0001116502-02-000268 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020306 EFFECTIVENESS DATE: 20020306 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ACCESS TECHNOLOGIES INC CENTRAL INDEX KEY: 0001043186 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 593410234 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-83804 FILM NUMBER: 02567827 BUSINESS ADDRESS: STREET 1: 37 SKYLINE DR STREET 2: SUITE 1101 CITY: LAKE MARY STATE: FL ZIP: 32746 BUSINESS PHONE: 4073331446 S-8 1 aatk-s8.txt REGISTRATION STATEMENT SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 -------------- REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 AMERICAN ACCESS TECHNOLOGIES, INC. ------------------------------------ (Exact name of issuer as specified in its charter) Florida 49-3410234 ------- ---------- State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 37 Skyline Drive, Suite 1101 Lake Mary, FL 32746 --------------------- (Address of principal executive offices) STOCK PURCHASE WARRANTS, STOCK OPTIONS, AND CONSULTING AGREEMENTS -------------------------------------------------------------- (Full title of the Plan) John Presley, President American Access Technologies, Inc. 37 Skyline Drive, Suite 1101 Lake Mary, Florida 32746 (407) 333-1446 --------------------------------------------------------- (Name, address and telephone number of agent for service) Approximate date of commencement of sales pursuant to the Plan: From time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE ======================================================================================================================== - ----------------------------- --------------------- ------------------------ -------------------------- ---------------- Title of each class of Amount of shares to Proposed maximum offer Proposed maximum Amount of securities to be registered be registered price per unit (a.) aggregate offering price registration fee - ----------------------------- --------------------- ------------------------ -------------------------- ---------------- Common stock 985,000 $0.55 $541,750 $129.48 - ----------------------------- --------------------- ------------------------ -------------------------- ----------------
(a) Estimated solely for the purpose of calculating the registration fee on February 26, 2002. Note: This registration covers shares issuable upon exercise of options granted at the 2001 Annual Meeting under the Company's Stock Option Plans for Employees and Directors, upon exercise of warrants granted to two outside directors for service prior to implementation of the 2001 Directors' Stock Option Plan, and upon exercise of warrants granted to Advisory Board members pursuant to the terms of their written agreements. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents are incorporated by reference in the registration statement: (a) The registrant's latest annual report on Form 10-KSB, or, if the financial statements therein are more current, the registrant's latest prospectus, other than the prospectus of which this document is a part, filed pursuant to Rule 424(b) or (c) of the Securities Exchange Commission under the Securities Act of 1933. (b) All other reports filed by the registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the annual report or the prospectus referred to in (a) above. (c) All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to the registration statement which indicates that all of the shares of common stock offered have been sold or which deregisters all of such shares 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. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Reference is hereby made to the provisions of the Florida Business Corporation Act, which provides for indemnification of directors and officers under certain circumstances. The Registrant's Articles of Incorporation and Bylaws provide that the Company shall, to the fullest extent permitted by the laws of the State of Florida, indemnify any director, officer, employee and agent of the corporation against expenses incurred by such person by reason of the fact that he serves or has served the corporation in such capacity. Indemnification under the Company's Articles Bylaws is nonexclusive of any other right such persons may have under statute, agreement, bylaw or action of the Board of Directors or shareholders of the corporation. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS The exhibits to the registration statement are listed in the Exhibit Index elsewhere herein. 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, represent a fundamental change in the information set forth in the 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. (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 shall be deemed to be the initial bona fide offering thereof. (3) To remove 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 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 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 herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 or Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons or the registrant pursuant to the provisions described in Item 6, 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 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 proceedings) 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 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 is 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 or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in Lake Mary, Florida on March 1, 2001. American Access Technologies, Inc. By: /s/John Presley - ---------------------------------- John Presley, President Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment thereto has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - ---------------------------------------- -------------------------------------- ---------------- By /s/ John Presley President and Director, Principal March 1, 2002 - ---------------------- Executive Officer John Presley By /s/ Joseph McGuire Director, Treasurer, Principal March 1, 2002 - ---------------------- Accounting Officer Joseph McGuire By /s/ William Hadaway Director March 1, 2002 - ---------------------- William Hadaway By /s/ Erik Wiisanen Director March 1, 2002 - ---------------------- Erik Wiisanen By/s/ Steven Robinson Director March 1, 2002 - ---------------------- Steven Robinson
EXHIBIT INDEX No. Description - --- ----------- 5. Opinion and Consent of Joel Bernstein, Esq., P.A. 23.2 Consent of Accountant EX-5 3 aatk-ex5.txt OPINION RE: LEGALITY Exhibit 5 Law Offices JOEL BERNSTEIN, ESQ., P.A. 11900 Biscayne Blvd., Suite 604 Telephone: 305.892.1122 Miami, Florida 33181 Facsimile: 305.892.0822 March 1, 2002 American Access Technologies, Inc. 37 Skyline Drive Lake Mary, FL 32746 Greetings: I have acted as special counsel to American Access Technologies, Inc., a Florida corporation (the "Corporation"), in connection with the offering of 985,000 shares its Common Stock to be issued pursuant to employee stock options, stock purchase warrants, and consulting agreements. The offering of the shares is to be made pursuant to a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the "Registration Statement"). Please be advised that I am of the opinion that the Corporation's Common Stock to be offered pursuant to the Registration Statement has been duly authorized by the Corporation and, when issued in accordance with the terms and conditions of the stock option agreements, stock purchase warrants and consultant agreements, will be validly issued by the Corporation and fully paid and non-assessable. I consent to the use of our name in the Registration Statement in the section of the Prospectus entitled "Legal Matters" and the filing of this letter as an exhibit to the Registration Statement. Very truly yours, /s/Joel Bernstein, Esq., P.A. - ----------------------------- Joel Bernstein, Esq., P.A. EX-23.2 4 aatk-ex232.txt CONSENTS OF EXPERTS AND COUNSEL Exhibit 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the use in this Registration Statement on Form S-8 of our report dated March 2, 2001, except for the last sentence of the last paragraph of Note 3 as to which the date is March 30, 2001 relating to the consolidated financial statements of American Access Technologies, Inc and Subsidiaries appearing in such Registration Statement. We also consent to the reference to us under the headings "Experts" in such Registration Statement. /s/Rachlin Cohen & Holtz LLP - ---------------------------- RACHLIN COHEN & HOLTZ LLP Fort Lauderdale, Florida March 1, 2002 -----END PRIVACY-ENHANCED MESSAGE-----