-----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, DrMTM2t+7IiinCaLkFciSULocXDjqsRqv22XmmoOzAduCuPylG0ljpo6itgiIhBc mhHVd0673Mzws5WK9oqMRQ== 0000950147-00-000431.txt : 20000323 0000950147-00-000431.hdr.sgml : 20000323 ACCESSION NUMBER: 0000950147-00-000431 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000322 EFFECTIVENESS DATE: 20000322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VITRIX INC /NV/ CENTRAL INDEX KEY: 0000836937 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 133465289 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-33010 FILM NUMBER: 575718 BUSINESS ADDRESS: STREET 1: 20 EAST UNIVERSITY STREET 2: SUITE 304 CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 6029675800 MAIL ADDRESS: STREET 1: 20 EAST UNIVERSITY STREET 2: SUITE 304 CITY: TEMPE STATE: AZ ZIP: 85281 FORMER COMPANY: FORMER CONFORMED NAME: FBR CAPITAL CORP /NV/ DATE OF NAME CHANGE: 19960930 FORMER COMPANY: FORMER CONFORMED NAME: BARRIE RICHARD FRAGRANCES INC DATE OF NAME CHANGE: 19920703 S-8 1 S-8 OF VITRIX, INC. As filed with the Securities and Exchange Commission on March 22, 2000 Registration No. 333-___________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- VITRIX, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) NEVADA 13-3465289 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 51 West Third Street, Suite 310, Tempe, Arizona 85281 ------------------------------------------------------------ (Address of principal executive offices, including Zip Code) 1999 Equity Compensation Plan ----------------------------- (Full title of the plan) Corporation Trust Company of Nevada, 6100 Neil Road, #500, Reno, Nevada 89511 ----------------------------------------------------------------------------- (Name and address of agent for service) (775) 688 - 3000 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered(1) Registered(2) Per Unit(3) Price(3) Fee - -------------------------------------------------------------------------------- Common Stock 3,000,000 $1.78 $5,340,000 $1,409.76 ================================================================================ (1) The securities to be registered include options to acquire Common Stock. (2) Pursuant to Rule 416(a), this Registration Statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction. (3) Estimated solely for the purpose of determining the registration fee in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low prices for shares of Common Stock as reported on the OTC Bulletin Board on March 17, 2000. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents previously filed with the Securities and Exchange Commission are hereby incorporated by reference herein and shall be deemed a part hereof: (a) The Annual Report of Vitrix, Inc. ("Vitrix") on Form 10-KSB for the fiscal year ended June 30, 1999, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) The Quarterly Reports of Vitrix for the quarterly periods ended September 30, 1999 and December 31, 1999; (c) Definitive Information Statement for the Vitrix 1999 Annual Meeting of Stockholders on October 6, 1999; and (d) All other reports filed by Vitrix with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Exchange Act since June 30, 1999. All documents filed by Vitrix pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date hereof 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. 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. The Registrant's Articles of Incorporation and Bylaws provide for the Registrant to indemnify its directors and officers to the fullest extent permitted by Section 78.751 of Nevada General Corporate Law. Pursuant to 78.751 of Nevada General Corporate Law, directors, officers and employees of corporations may be indemnified under certain conditions and subject to certain limitations. Under such law, to the extent that such person is successful on the merits in a defense of a suit or proceeding brought against him by reason of the fact that he is or was a director or officer of the Company, or serves or served any other enterprise or organization at the Company, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred in connection with such action. If unsuccessful in defense of a third-party civil suit or a criminal law suit, or if such suit is settled, such person shall be indemnified under such law against both (1) expenses, including attorney's fees, and (2) judgments, fines and amounts paid in settlement if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action, had no reasonable cause to believe his conduct was unlawful. If unsuccessful in defense of a suit brought by or in the right of the Company, where such suit is settled, such person shall be indemnified under such law only against expenses (including attorneys' fees) actually and reasonably incurred in the defense or settlement of such suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company, except that if such person is adjudged to be liable in such a suit for negligence or misconduct in the performance of his duty to the Company, he cannot be made whole even for expenses unless the court determines that he is fully and reasonably entitled to indemnity for such expenses. In addition, the Company's Articles of Incorporation provide that no director or officer shall be personally liable to the Corporation or its stockholders for damage for breach for fiduciary duty as a director or officer; provided, however, that this provision shall not limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law, or (ii) for the payment of dividends in violation of Nevada Law. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. None. ITEM 8. EXHIBITS. Exhibit Number Description ------ ----------- 4 1999 Equity Compensation Plan 5 The opinion rendered by Squire, Sanders & Dempsey L.L.P., counsel for the Registrant 23.1 Consent of Squire, Sanders & Dempsey L.L.P. (included in Exhibit 5) 23.2 Consent of BDO Seidman, LLP 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 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 purposes 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 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 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 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 offered, 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 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 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 Tempe, State of Arizona, on March 21, 2000. VITRIX, INC. By: /s/ Thomas S. Bednarik --------------------------------------------- Thomas S. Bednarik, President and Chief Executive Officer By: /s/ Craig J. Smith --------------------------------------------- Craig J. Smith, Vice President of Finance and Administration, and Chief Financial Officer SPECIAL POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints Thomas S. Bednarik and Craig J. Smith, and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-8 Registration Statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or each of them, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration statement has been signed below by the following persons in the capacities and on the date indicated. Signature Title - --------- ----- /s/ Thomas S. Bednarik President and Chief Executive Officer - ---------------------------- Thomas S. Bednarik /s/ Craig J. Smith Vice President of Finance and Administration, - ---------------------------- and Chief Financial Officer (Principal Craig J. Smith Financial Officer) /s/ Todd P. Belfer Chairman of the Board - ---------------------------- Todd P. Belfer /s/ Michael A. Wolf Director - ---------------------------- Michael A. Wolf /s/ Bahan Sadegh Vice President of Technology, CTO and Director - ---------------------------- Bahan Sadegh /s/ Hamid Shojaee Vice President of Research and Development, - ---------------------------- Secretary and Director Hamid Shojaee /s/ Lise M. Lambert Director - ---------------------------- Lise M. Lambert /s/ William K. Swartz Director - ---------------------------- William K. Swartz EXHIBIT INDEX Exhibit Page or Number Description Method of Filing - ------ ----------- ---------------- 4 1999 Equity Compensation Plan Incorporated by reference to Exhibit 10.7 to the Registrant's Form 10-KSB for the fiscal year ended June 30, 1999 5 Opinion rendered by Squire, Sanders Filed Herewith & Dempsey L.L.P., counsel for the Registrant 23.1 Consent of Squire, Sanders & Dempsey L.L.P. See Exhibit 5 23.2 Consent of BDO Seidman, LLP Filed Herewith EX-5 2 OPINION & CONSENT OF SS&D, L.L.P. March 21, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: As legal counsel for Vitrix, Inc., a Nevada corporation (the "Company"), we are rendering this opinion in connection with the registration under the Securities Act of 1933, as amended (the "1993 Act"), of up to 3,000,000 shares of Common Stock of the Company (the "Shares") which may be issued pursuant to the Company's 1999 Equity Compensation Plan. We have examined all instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the genuineness and authority of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. Based on such examination, we are of the opinion that the 3,000,000 shares of Common Stock which may be issued under the 1999 Equity Compensation Plan are duly authorized shares of the Company's Common Stock, and, when issued against receipt of the consideration therefor in accordance with the provisions of the 1999 Equity Compensation Plan, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above, and the use of our name whenever it appears in said Registration Statement. Respectfully submitted, /s/ Squire, Sanders & Dempsey L.L.P. EX-23.2 3 CONSENT OF BDO SEIDMAN, LLP CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Vitrix, Inc. 51 West Third Street, Suite 310 Tempe, Arizona 85281 We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated July 28, 1999, relating to the financial statements of Vitrix, Inc. (formerly FBR Capital Corporation) appearing in the Company's Annual Report on Form 10-KSB for the year ended June 30, 1999. /s/ BDO Seidman, LLP Los Angeles, California March 21, 2000 -----END PRIVACY-ENHANCED MESSAGE-----