As Filed with the Securities and
Exchange Commission on March 7, 2003
No. 33-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
QUINTEK TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 77-0505346
------------------------ -----------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
537 Constitution Ave., Suite B
Camarillo, California 93012
(Address of Principal Executive Offices)
Two (2) Services Contracts
One (1) Warrant Agreement
(Full Title of the Plans)
Copy to:
Thomas W. Sims Gary L. Blum, Esq.
537 Constitution Ave., Suite B Law Offices of Gary L. Blum
Camarillo, CA 93012 3278 Wilshire Blvd., Suite 603
Telephone (805) 383-3914 Los Angeles, CA 90010
Facsimile (805) 482-6874 Telephone (213) 381-7450
(Name, Address and Telephone Facsimile (213) 384-1035
Number of Agent for Service)
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CALCULATION OF REGISTRATION FEE
Title of Securities to Amount to Shares to Proposed Maximum Proposed Max Amount of
be Registered be Registered (1) Offering Price Per Aggregate Offering Registration Fee (2)
Share Price (2)
common stock 4,900,000 $0.045 $220,500 $ 63.95
Totals 4,900,000 $0.045 $220,500 $ 63.95
-------------------.
(Footnote)
[1] Estimated pursuant to Rule 457(c).
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 Quintek Technologies, Inc. (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 June 30, 2002;
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.
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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 deregisters 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.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation of the Company provides that the
liability of the directors of the Company shall be to the fullest
extent permitted by California law. The Articles of Incorporation also
provide that the Company may, through Bylaw provision, agreements with
agents, vote of shareholders or disinterested directors or otherwise,
indemnify all of its directors, officers, employees, and agents in
excess of the indemnification otherwise permitted by Section 317 of the
California Corporations Code, subject only to the applicable limits set
forth in Section 204 of the California Corporations Code with respect
to actions for breach of duty to a corporation and its shareholders.
The Bylaws give the Company the power to indemnify each of its
officers, directors, employees and agents, against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred
in connection with any proceeding arising by reason of the fact that
such person is or was an agent of the corporation, except in such case
wherein the director, officer or employee is adjudged guilty of willful
malfeasance or malfeasance in the performance of his duties; provided
that in the event of a settlement the indemnification shall apply only
when the Company's board of directors approves such settlement and
reimbursement as being in the best interests of the Company. Such
indemnity extends to any person who is or was a director, officer,
employee, or other agent of the corporation; who is or was serving at
the request of the corporation as a director, officer, employee, or
agent of another corporation or enterprise. The Company has the right
to purchase and maintain insurance on behalf of its directors,
officers, and employees to implement these indemnification provisions.
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Such right to indemnification or advancement of expenses shall
continue as to a person who has ceased to be a director, officer,
employee, or agent of the corporation, and shall inure to the benefit
of the heirs, executives, and administrators of such persons. The
indemnification and advancement of expenses provided for herein shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement may be entitled under any bylaw,
agreement, vote of stockholders or of disinterested directors or
otherwise.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed 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
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 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 and will be governed
by the final adjudication of such issue.
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
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(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 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 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.
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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.
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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 Camarillo, State
of California on March 7, 2003.
QUINTEK TECHNOLOGIES, INC.
BY: /s/ Robert Steele
---------------------------
Robert Steele
Chief Executive Officer
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 March 7, 2003.
SIGNATURE TITLE
---------- -----
/s/ Robert Steele Chief Executive Officer
---------------- and Director (Chairman)
Robert Steele
/s/ Andrew Haag Chief Financial Officer
---------------
Andrew Haag
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
5.1 Opinion of Law Offices of Gary L. Blum
10.1 Consulting Agreement between Registrant and Robert
Steele dated December 16, 2002.
10.2 Consulting Agreement between Registrant and Zubair
Kazi dated January 31, 2003.
10.3 Warrant Agreement between Registrant and Zubair Kazi
dated January 31, 2003.
23.1 Consent of Law Offices of Gary L. Blum (included in
Exhibit 5.1)
23.2 Consent of Sprayberry, Barnes, Marietta & Luttrell,
Certified Public Accountants
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