UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
S-8
REGISTRATION
STATEMENT
under
The
Securities Act of 1933
WAYTRONX,
INC.
Commission
File Number 0-29195
Waytronx,
Inc.
(Name
of
Small Business Issuer in Its Charter)
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Colorado
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(7310)
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84-1463284
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(State
or jurisdiction of
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(Primary
Standard Industrial
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(I.R.S.
Employer
|
|
incorporation
or organization)
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Classification
Code Number)
|
Identification
No.)
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2332
LaMirada Drive, Suite 400
Vista,
California 92081-7861
(760)
727-1500
(Address
and Telephone Number of Principal
Executive
Offices and Principal Place of Business)
Letter
Agreement Dated June 10, 2005, Between
The
Registrant and CH Capital, LLC, as Amended
(Full
Title of Plan)
William
J. Clough, President
Waytronx,
Inc.
2332
LaMirada Drive, Suite 400
Vista,
California 92081-7861
(760)
727-1500
(Name,
Address and Telephone Number of Agent for Service)
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Title of Securities to
be Registered
|
|
Amount to be
Registered (2)
|
|
Proposed
Maximum
Offering Price
Per Share (1)
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Proposed
Maximum
Aggregate
Offering Price
(1)
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Amount of
Registration
Fee
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|
|
Common
Stock, $.001
par value
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|
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5,540,485
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$
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0.22
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$
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1,218,906.70
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$
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47.90
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1.
|
Computed
solely for the purpose of calculating the registration fee pursuant
to
Rule 457(c) and 457(h) under the Securities
Act of 1933, based upon the closing price of the Registrant's common
stock
($0.22) as reported by
OTC:BB on March 7, 2008.
|
| |
2.
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Warrants
representing 2,000,000 common shares issued in the name: Hallock
Trust,
Brad Hallock, Trustee, and 3,540,485 common shares issued in the
name:
William J. Clough and Janet Ann Clough,
h/w.
|
Qualification
under Rule 405 of Regulation C
CH
Capital, LLC, a California limited liability company (“CHC”), entered into a
Letter of Intent for Sale and Purchase of Certain Intellectual Property dated
June 10, 2005 (“IP Contract”) which was amended by extending the term thereof.
Warrants for the purchase of 7,040,485 common shares pursuant to the IP
Contract, as amended, were issued in exchange for personal services. Pursuant
to
that IP Contract between Registrant and CHC, as amended, the Registrant issued
warrants representing 7,040,485 common shares in the names of Hallock Trust,
Brad Hallock, Trustee (3,000,000 common shares) and William J. Clough and Janet
Ann Clough, h/w (3,540,485 common shares). The Registrant is registering for
reoffer and resale 5,540,485 of the 7,040,485 common shares underlying the
above
referenced warrants. Upon exercise of said warrants, the common shares
underlying the said warrants will be issued as follows: 2,000,000 common shares
in the name: Hallock Trust, Brad Hallock, Trustee, and 3,540,485 common shares
in the name: William J. Clough and Janet Ann Clough, h/w. Bradley J Hallock
is a
Director and Corporate Secretary of the Registrant and William J. Clough is
a
Director and the President/CEO of the Registrant. These two individuals
performed the personal services for the benefit of the Registrant. The warrants
were issued in the names of William J. Clough and Janet Ann Clough, h/w, and
Hallock Trust, Brad Hallock, Trustee, for estate planning purposes. Hereafter
in
his registration statement Hallock Trust, Brad Hallock, Trustee, will be
referred to as “Bradley J Hallock” and William J. Clough and Janet Ann Clough,
h/w, will be referred to as “William J. Clough”.
The
said
IP Contract qualifies as an Employee Benefit Plan as defined under Rule 405
of
Regulation C.
This
Registration Statement has been prepared in accordance with the requirements
of
Form S-8 under the Securities Act, to register shares of our common stock,
$.001
par value issuable pursuant to outstanding stock warrants. Under cover of this
Form S-8 is our reoffer prospectus prepared in accordance with Part I of Form
S-3 under the Securities Act. Our reoffer prospectus has been prepared pursuant
to Instruction C of Form S-8, in accordance with the requirements of Part I
of
Form S-3, and may be used for reoffering and resale on a continuous or delayed
basis in the future of "restricted securities" which may be issued pursuant
to
stock warrants.
Effective
upon Filing
This
Registration Statement will become effective immediately upon filing with the
Securities and Exchange Commission.
Date
of Proposed Sale
Approximate
date of proposed sales pursuant to the plan:
As
soon
as practicable after this Registration Statement becomes
effective.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item
1. Plan
Information
We
will
send or give the documents containing the information specified in Part 1 of
Form S-8 to employees as specified by the Securities and Exchange Commission
Rule 428(b)(1) under the Securities Act. We do not need to file these documents
with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements under Rule 424 of the Securities
Act.
Item
2. Registrant
Information and Employee Plan Annual Information
Waytronx,
Inc., a Colorado corporation, will furnish, without charge, to each person
to
whom the reoffer prospectus is delivered, upon the oral or written request
of
such person, a copy of any and all of the documents incorporated by reference
(other than exhibits to such documents). Requests should be directed to the
attention of William J. Clough, Waytronx, Inc., 2332 LaMirada Drive,
Suite 400, Vista, California 92081-7861, telephone number (760)
727-1500.
REOFFER
PROSPECTUS
5,540,485
Common Shares
(par
value $0.001 per share)
Waytronx,
Inc.
2332
LaMirada Drive
Suite 400
Vista,
California 92081-7861
(760)
727-1500
This
prospectus is being used in connection with the offering from time to time
by
Bradley
J. Hallock and William J. Clough, selling stockholders or their successors
in
interest of an aggregate of up to 5,540,485 shares of the common stock which
will be issued upon exercise of warrants issued pursuant to that certain letter
agreement dated June 10, 2005, between the registrant and CH Capital, LLC,
as
amended.
The
said
warrants were issued to
the
selling Shareholders through the following transaction: CH Capital, LLC, a
California limited liability company (“CHC”), entered into a Letter of Intent
for Sale and Purchase of Certain Intellectual Property dated June 10, 2005
(“IP
Contract”) which was amended by extending the term thereof. Warrants for the
purchase of 7,040,485 common shares pursuant to the IP Contract, as amended,
were issued in exchange for personal services. Pursuant to that IP Contract
between Registrant and CHC, as amended, the Registrant issued warrants
representing 7,040,485 common shares in the names of Hallock Trust, Brad
Hallock, Trustee (3,000,000 common shares) and William J. Clough and Janet
Ann
Clough, h/w (3,540,485 common shares). The Registrant is registering for reoffer
and resale 5,540,485 of the 7,040,485 common shares underlying the above
referenced warrants. Upon exercise of said warrants, the common shares
underlying the said warrants will be issued as follows: 2,000,000 common shares
in the name: Hallock Trust, Brad Hallock, Trustee, and 3,540,485 common shares
in the name: William J. Clough and Janet Ann Clough, h/w. Bradley J Hallock
is a
Director and Corporate Secretary of the Registrant and William J. Clough is
a
Director and the President/CEO of the Registrant. These two individuals
performed the personal services for the benefit of the Registrant. The warrants
were issued in the names of William J. Clough and Janet Ann Clough, h/w, and
Hallock Trust, Brad Hallock, Trustee, for estate planning purposes. Hereafter
in
his registration statement Hallock Trust, Brad Hallock, Trustee, will be
referred to as “Bradley J Hallock” and William J. Clough and Janet Ann Clough,
h/w, will be referred to as “William J. Clough”.
The
common stock may be sold from time to time by the selling stockholders or by
their pledgees, donees, transferees or other successors in interest. Such sales
may be made in the over-the-counter market or otherwise at prices and at terms
then prevailing or at prices related to the then current market price or in
negotiated transactions. The common stock may be sold by one or more of the
following: (i) block trades in which the broker or dealer so engaged will
attempt to sell the shares as agent, but may position and resell portions of
the
block as principal to facilitate the transaction; (ii) purchases by a broker
or
dealer as principal and resale by such broker or dealer for its account pursuant
to this prospectus; (iii) an exchange distribution in accordance with the rules
of such exchange; and (iv) ordinary brokerage transactions and transactions
in
which the broker solicits purchases. In effecting sales, brokers or dealers
engaged by the selling stockholder may arrange for other brokers or dealers
to
participate. Brokers or dealers will receive commissions or discounts from
selling stockholders in amounts to be negotiated immediately prior to the sale.
Such brokers or dealers and any other participating brokers or dealers may
be
deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as
amended (the "Act"), in connection with such sales. In addition, any securities
covered by this prospectus which qualify for sale pursuant to Rule 144 may
be
sold under Rule 144 rather than pursuant to this prospectus. We will not receive
any of the proceeds from the sale of these shares, although we will receive
$0.20 per share through the exercise of the warrants. We have paid the expenses
of preparing this prospectus and the related registration statement. On March
7,
2008, the last reported sale price for our common stock on the OTC Bulletin
Board was $0.22 per share.
See
"Risk
Factors" beginning at page 7 for certain information which should be carefully
considered by prospective purchasers of the Shares offered hereby.
THE
SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED
OR
DISAPPROVED OF THESE SECURITIES, NOR HAS IT DETERMINED
IF
THIS
PROSPECTUS IS TRUTHFUL AND COMPLETE. ANY
REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The
date
of this Reoffer Prospectus is March 10, 2008
TABLE
OF
CONTENTS
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PAGE
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SUMMARY
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7
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RISK
FACTORS
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7
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USE
OF PROCEEDS
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12
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SELLING
STOCKHOLDERS
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12
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PLAN
OF DISTRIBUTION
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13
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LEGAL
MATTERS
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14
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EXPERTS
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14
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INDEMNIFICATION
OF DIRECTORS AND OFFICERS
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15
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WHERE
YOU CAN FIND ADDITIONAL INFORMATION
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16
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INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
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16
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You
should only rely on the information incorporated by reference or provided in
this reoffer prospectus or any supplement. We have not authorized anyone else
to
provide you with different information. The common stock is not being offered
in
any state where the offer is not permitted. You should not assume that the
information in this reoffer prospectus or any supplement is accurate as of
any
date other than the date on the front of this reoffer prospectus.
SUMMARY
This
Summary highlights information contained elsewhere in this Reoffer Prospectus.
It does not contain all of the information that you should consider before
investing in our Common Stock. We encourage you to read the entire Prospectus
carefully, including the section entitled "Risk Factors" and the financial
statements and the notes to those financial statements.
Waytronx,
Inc. is a Colorado corporation organized on April 21, 1998. The Company’s
principal place of business is located at 2332 LaMirada Drive, Suite 400,
Vista, California 92081-7861. We are primarily focused on commercialization
of
our innovative thermal cooling technology, WayCool. The Waytronx, architecture
incorporates a variety of patent pending designs of a new scientific approach
to
addressing intense heat generated in electronic systems, including computers,
home entertainment systems, test fixtures and medical monitoring devices.
WayCool provides cooling technology that transfers heat at extraordinarily
high
rates to promote superior thermal management in electronics. As micro
electronics components run at higher speeds with more computing capacity, the
primary gating factor is thermal management. WayCool technology offers a
highly scalable and cost effective alternative.
WayCool’s
cooling technology involves the use of fluid displacement to move heat away
from
the source instead of traditional passive heat transference through solid
materials. WayCool’s efficiency is not limited to the thermal conductivity of
the material; rather, the technology uses a capillary network of microchannels
to transport the fluid at a rapid rate. This fluid transport ensures active
removal of hot fluid from the area in contact with the heat source and
replacement with colder fluid. The result is a more even temperature across
the
entire body of the cooling device (isothermicity).
RISK
FACTORS
You
should carefully consider the following factors and other information in this
Prospectus before deciding to purchase our Common Stock. The risks and
uncertainties described below are not the only ones we face. Additional risks
and uncertainties not presently known to us may also adversely impact our
business operations. If any of the following risks actually occur, our business,
financial condition, or operating results could be negatively
affected.
Risks
Related to Our Business
The
Company’s limited operating history makes evaluating its business and prospects
difficult.
The
Company has only recently begun to direct all of its efforts to
commercialization of the WayCool thermal management cooling technology. The
Company’s limited operating history in this industry and the unproven nature of
the WayCool technology makes evaluation of its future prospects very difficult.
To date the Company has not achieved profitability and the Company cannot be
certain that it will sustain profitability on a quarterly or annual basis in
the
future. One should carefully consider the Company’s prospects in light of the
risks and difficulties frequently encountered by early stage companies in new
and rapidly evolving technology.
The
Company has all the risks of a new product developer in the technology
business.
The
Company, as the owner of the WayCool thermal management cooling technology
patents, assumed the responsibility for completing the development of the
WayCool thermal management cooling technology and determining which products
to
commercialize utilizing the WayCool technology. Because this is a new and
unproven technology, there is a risk that the technology, operation and
development of products could be unsuccessful or that the Company will not
be
successful in marketing any products developed with the WayCool technology.
Such
failures would negatively affect the Company’s business, financial condition and
results of operations.
There
is no assurance the Company will achieve profitability.
To
date
the Company has not received significant revenue from the WayCool thermal
management cooling technology. The Company has focused its scope of operation
to
the commercialization of our innovative thermal cooling technology, WayCool.
For
the year ended December 31, 2006 the Company had a net loss of $14,481,333.
The
Company will need to begin generating significant revenues from the WayCool
product line to offset current operational and development losses if the Company
is to cover its current overhead expenses, including further development costs
and marketing expenses. There is no assurance that the Company will achieve
profitability.
During
2005 and 2006, the Company funded its operations with net proceeds of
approximately $15.7 million it received from financing activities. The Company
believes that additional equity financing or debt will be necessary to fund
its
operations until revenue streams are sufficient to fund operations; however,
the
terms and timing of such additional equity or debt cannot be predicted. The
Company cannot assure that its revenues will be sufficient to cover all
operating and other expenses of the Company. If revenues are not sufficient
to
cover all operating and other expenses, the Company will require additional
funding.
The
Company will be dependent on third parties and certain relationships to fulfill
its obligations.
Because
the Company has licensed the manufacturing and distribution of the WayCool
technology to unrelated companies that are better equipped financially and
technologically to design and manufacture WayCool technology end products,
the
Company is heavily dependent on these third parties to adequately and promptly
provide the end product. The Company is dependent upon its ability to maintain
the agreements with these designers and manufacturers and other providers of
raw
materials and components who provide the necessary elements to fulfill the
Company’s product delivery obligations at the negotiated prices.
The
market for electronics is extremely competitive.
Because
the electronics industry is highly competitive, the Company cannot assure that
it will be able to compete effectively. The Company is aware of several other
companies that offer similar products, utilizing different technology than
its
WayCoolTM
technology. All of these competitors have been in the electronics business
longer than the Company has and have significantly greater assets and financial
resources than are currently available to the Company. The Company expects
competition to intensify as innovation in the electronics industry advances
and
as current competitors expand their market into the thermal management sector.
The Company cannot assure you that it will be able to compete successfully
against current or future competitors. Competitive pressures could force the
Company to reduce its prices and may make it more difficult for the Company
to
attract and retain customers.
The
Company depends on key personnel and will need to recruit new personnel as
its
business grows.
As
a
small company, Waytronx, Inc. is currently dependent on the efforts of a limited
number of management personnel. The Company believes that given the large amount
of responsibility being placed on each member of its management team, the loss
of the services of any member of this team at the present time would harm its
business.
If
the
Company is successful in expanding its product and customer base, the Company
will need to add additional key personnel as its business continues to grow.
If
the Company cannot attract and retain enough qualified and skilled staff, the
growth of its business may be limited. The Company’s ability to provide services
to customers and expand its business depends, in part, on its ability to attract
and retain staff with professional experiences that are relevant to technology
development and other functions the Company perform. Competition for personnel
with these skills is intense. The Company may not be able to recruit or retain
the caliber of staff required to carry out essential functions at the pace
necessary to sustain or expand its business.
The
Company believes its future success will depend in part on the
following:
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·
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the
continued employment and performance of its senior
management,
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·
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its
ability to retain and motivate their officers and key employees,
and
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·
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its
ability to identify, attract, hire, train, retain, and motivate other
highly skilled technical, managerial, marketing, sales and customer
service personnel.
|
If
the Company fails to adequately protect its patents, trademarks and proprietary
rights, its business could be harmed.
The
Company regards its patents, trademarks, trade secrets and similar intellectual
property as critical to its success. The Company relies on trademark and patent
law, trade secret protection and confidentiality or license agreements with
their employees, customers, partners and others to protect its proprietary
rights. Despite these precautions, it may be possible for a third party to
copy
or otherwise obtain and use the Company’s intellectual property without its
authorization. There is no assurance its pending trademark applications for
WayCoolTM,
Waytronx™, WayFast™ will be approved. Effective trademark, patent and trade
secret protection may not be available in every country in which the Company
may
in the future offer its products. Therefore, the Company may be unable to
prevent third parties from infringement on or otherwise decreasing the value
of
its trademarks, patents and other proprietary rights.
If
the Company is to remain competitive, the Company must be able to keep pace
with
rapid technological change.
The
Company’s future success depends, in part, on its ability to develop or license
leading technologies useful in its business, enhance the ease of use of existing
products, develop new products and technologies that address the varied needs
of
their customers, and respond to technological advances and emerging industry
standards and practices on a cost-effective and timely basis. If the Company
is
unable, for technical, legal, financial or other reasons, to incorporate new
technology in new features or products, the Company may not be able to adapt
in
a timely manner to changing market conditions or customer
requirements.
The
Company may infringe intellectual property rights of third
parties.
Litigation
regarding intellectual property rights is common in the technology industry.
The
Company may, in the future, be the subject of claims for infringement,
invalidity or indemnification claims based on such claims of other parties'
proprietary rights. These claims, whether with or without merit, could be time
consuming and costly to defend or litigate, divert the Company’s attention and
resources, or require the Company to enter into royalty or licensing agreements.
There is a risk that such licenses would not be available on reasonable terms,
or at all. Although the Company believes it has full rights to use its current
intellectual property without incurring liability to third parties, there is
a
risk that its products infringe the intellectual property rights of third
parties.
Third
parties may infringe on the Company’s intellectual property
rights
There
can
be no assurance that other parties will not infringe on our intellectual
property rights with respect to its current or future technologies. The Company
expects that participants in its markets will be increasingly subject to
infringement claims as the number of services and competitors in its industry
segment grows. Any such claim, with or without merit, could be time-consuming,
result in costly litigation, create service upgrade delays or require the
Company to enter into royalty or licensing agreements. Such royalty or licensing
agreements might not be available on terms acceptable to the Company, or at
all.
As a result, any such claim of infringement by the Company could have a material
adverse effect upon its business, results of operations and financial
condition.
Risks
Related to Our Common Stock
The
Company’s Common Stock price may be volatile, which could result in substantial
losses for individual stockholders.
The
market price for the Company’s Common Stock is volatile and subject to wide
fluctuations in response to factors, including the following, some of which
are
beyond its control, which means its market price could be depressed and could
impair its ability to raise capital:
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·
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actual
or anticipated variations in its quarterly operating
results;
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·
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announcements
of technological innovations or new products or services by the Company
or
its competitors;
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·
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changes
in financial estimates by securities
analysts;
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·
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conditions
or trends relating to the thermal management cooling
technology;
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·
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changes
in the economic performance and/or market valuations of other thermal
cooling related companies;
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·
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additions
or departures of key personnel;
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·
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fluctuations
of the stock market as a whole.
|
The
Company’s Certificate of Incorporation limits director liability, thereby making
it difficult to bring any action against them for breach of fiduciary
duty.
As
permitted by Colorado law, the Company's Articles of Incorporation limits the
liability of directors to the Company or its stockholders for monetary damages
for breach of a director's fiduciary duty, with certain exceptions. These
provisions may discourage shareholders from bringing suit against a director
for
breach of fiduciary duty and may reduce the likelihood of derivative litigation
brought by shareholders on behalf of the Company against a director.
The
Company may be unable to meet its future capital
requirements.
The
Company is substantially dependent on receipt of additional capital to
effectively execute its business plan. If adequate funds are not available
to
the Company on favorable terms the Company will not be able to develop new
products or enhance existing products in response to competitive pressures,
which would affect its ability to continue as a going concern. The Company
cannot be certain that additional financing will be available to it on favorable
terms when required, or at all. If the Company raises additional funds through
the issuance of equity, equity-related or debt securities, such securities
may
have rights, preferences or privileges senior to those of the rights of its
common stock and its stockholders may experience additional
dilution.
Penny
stock regulations may impose certain restrictions on marketability of our
stock.
The
Securities and Exchange Commission (the "Commission") has adopted regulations
which generally define a "penny stock" to be any equity security that has a
market price (as defined) of less than $5.00 per share or an exercise price
of
less than $5.00 per share, subject to certain exceptions. As a result, the
Company’s Common Stock is subject to rules that impose additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers and accredited investors (generally those with assets
in
excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together
with their spouse). For transactions covered by these rules, the broker-dealer
must make a special suitability determination for the purchase of such
securities and have received the purchaser's written consent to the transaction
prior to the purchase. Additionally, for any transaction involving a penny
stock, unless exempt, the rules require the delivery, prior to the transaction,
of a risk disclosure document mandated by the Commission relating to the penny
stock market. The broker-dealer must also disclose the commission payable to
both the broker-dealer and the registered representative, current quotations
for
the securities and, if the broker-dealer is the sole market maker, the
broker-dealer must disclose this fact and the broker-dealer's presumed control
over the market. Finally, monthly statements must be sent disclosing recent
price information for the penny stock held in the account and information on
the
limited market in penny stocks. Consequently, the "penny stock" rules may
restrict the ability of broker-dealers to sell our securities.
For
the
foreseeable future, the Company’s securities will likely have a trading price of
less than $5.00 per share and will not be traded on any exchanges; therefore,
we
will be subject to Penny Stock Rules. As a result of the aforesaid rules
regulating penny stocks, the market liquidity for our securities could be
severely adversely affected by limiting the ability of broker-dealers to sell
our securities and the ability of shareholders sell their securities in the
secondary market.
The
Company has never paid dividends on its Common Stock and does not expect to
pay
any in the foreseeable future. Preferred Shares impose restrictions on our
ability to pay Common Stock dividends.
A
potential purchaser should not expect to receive a return on their investment
in
the form of dividends on our Common Stock. The Company has never
paid cash dividends
on its
Common Stock and the Company does not expect to pay dividends in the foreseeable
future. Our ability to pay dividends on our Common Stock is restricted by the
terms of our agreements with the holders of our Series A and Series B
Convertible Preferred Stock. Holders of our Series A Convertible Preferred
Stock
are entitled to annual dividends of 10%. As of December 31, 2007, the Company
has 75,543 Series A Convertible Preferred shares outstanding and no Series
B
Convertible Preferred shares outstanding. In the past, the Company has fulfilled
its dividend obligations on the Series A and Series B Convertible Preferred
Stock through a combination of the issuance of additional shares of its Series
A
Convertible Preferred and/or Common Stock and cash payments.
On
December 31, 2006 dividends payable for the Series A Convertible Preferred
Stock
was $27,353 and on December 31, 2007 the dividends payable for the Series A
Convertible Preferred Stock was $5,054. Holders
of the Company’s Series B Convertible Preferred Stock are entitled to annual
dividends of $1.00 per share. As of this filing, all Series B Convertible
Preferred Stock had been converted to common shares.
Substantial
sales of our Common Stock could cause our stock price to rapidly
decline.
The
market price of our Common Stock may fall rapidly and significantly due to
sales
of our Common Stock from other sources such as:
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·
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Common
Stock underlying the conversion rights of our Series A and Series
B
Convertible Preferred Stock.
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·
|
Common
Stock underlying the exercise of outstanding options and
warrants.
|
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·
|
Common
Stock, which are available for resale under Rule 144 or are otherwise
freely tradable and which are not subject to lock-up
restrictions.
|
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·
|
Common
Stock being offered by the Selling Stockholders pursuant to this
Prospectus.
|
Any
sale
of substantial amounts of our Common Stock in the public market, or the
perception that these sales might occur, whether as a result of the sale of
Common Stock received by shareholders upon conversion of our Series A or Series
B Convertible Preferred Stock, exercise of outstanding warrants or options
or
otherwise, could lower the market price of our Common Stock. Furthermore,
substantial sales of our Common Stock in a relatively short period of time
could
have the effect of depressing the market price of our Common Stock and could
impair our ability to raise capital through the sale of additional equity
securities.
The
covenants with our Series A and Series B Convertible Preferred Stock
shareholders restrict our ability to incur debt outside the normal course,
acquire other businesses, pay dividends on our Common Stock, sell assets or
issue our securities without the consent of holders of a majority of the Series
A and Series B Convertible Preferred Stock outstanding. Such arrangements may
adversely affect our future operations or may require us to make additional
concessions to the holders of the Series A and Series B Convertible Preferred
Stock in order to enter into transactions or take actions management deems
beneficial and in the best interests of the holders of our Common
Stock.
Note
conversions could result in dilution of common stock
The
conversion of outstanding promissory notes may result in substantial dilution
to
the interests of other holders of common stock, since the investors may
ultimately convert and sell the full amount issuable on conversion
under
the notes. To the extent the selling stockholders convert their notes and then
sell their common stock into the market, the common stock price may decrease
due
to the additional shares in the market. As of September 1, 2007, the $1,650,000
principal of outstanding promissory notes and 12% per annum simple interest
accruing thereon are convertible at a floating per share price based on a
substantial discount to the then-prevailing market price. This could allow
the
selling stockholders to convert their convertible notes into common stock,
the
sales of which would further depress the stock price. There is, however, a
$0.20
per share minimum limit on the conversion price, which means that there is
a
limit on the number of shares that the company may be obligated to issue.
Downward
pressure on the stock price could encourage short selling
The
significant downward pressure on the price of the common stock as the selling
stockholders convert and sell material amounts of common stock could encourage
short sales by the selling stockholders or others. This could place significant
downward pressure on the price of the common stock.
In
finance, short selling or “shorting” is a way to profit from the decline in
price of a security, such as stock or bond. A short sale is generally a sale
of
a stock you do not own. Investors who sell short believe the price of the stock
will fall. If the price drops, you can buy the stock at the lower price and
make
a profit. If the price of the stock rises and you buy it back later at the
higher price, you will incur a loss.
When
you
sell short, your brokerage firm loans you the stock. The stock you borrow comes
from either the firm’s own inventory, the margin account of another of the
firm’s clients or another brokerage firm. As with buying stock on margin, you
are subject to the margin rules. Other fees and charges may apply. If the stock
you borrow pays a dividend, you must pay the dividend to the person or firm
making the loan.
USE
OF PROCEEDS
We
will
not receive any proceeds from the sale of stock by the selling stockholders.
All
sales proceeds will be received by the selling stockholders. We will, however,
receive proceeds of approximately $1,108,097 if all warrants related to the
shares are exercised by the selling stockholders. We intend to use such proceeds
for general corporate purposes.
The
selling stockholders will acquire beneficial ownership of all shares to be
registered under this reoffer prospectus through stock warrants issued by us.
Following shows the names of the selling stockholders, the number of shares
of
common stock to which they are entitled if they exercise all of the warrants
owned by them as of the date of this Reoffer Prospectus and the number of shares
of common stock that they may sell from time to time under this reoffer
prospectus.
We
may
amend or supplement this reoffer prospectus from time to time in the future
to
update or change this list of selling stockholders and shares which may be
resold.
The
Registrant is registering
for reoffer and resale
5,540,485 common shares underlying stock warrants. Upon exercise of said
warrants, the common shares underlying the said warrants will be issued as
follows: 2,000,000 common shares in the name: Hallock Trust, Brad Hallock,
Trustee, and 3,540,485 common shares in the name: William J. Clough and Janet
Ann Clough, h/w. Bradley J Hallock is a Director and Corporate Secretary of
the
Registrant and William J. Clough is a Director and the President/CEO of the
Registrant. These two individuals performed personal services for the benefit
of
the Registrant. The warrants were issued in the names of Hallock Trust, Brad
Hallock, Trustee, and William J. Clough
and Janet Ann Clough, h/w, for estate planning purposes.
| |
|
Number of Shares
Beneficially Owned
|
|
Number of
Shares Offered
|
|
Percentage of Shares
Beneficially Owned (1)
|
|
|
Selling
Shareholders (2)
|
|
Before
Offering
|
|
After
Offering
|
|
|
|
Before
Offering
|
|
After
Offering
|
|
|
Bradley
J. Hallock (3)
|
|
|
8,784,540
|
|
|
6,784,540
|
|
|
2,000,000
|
(5)
|
|
5.52
|
%
|
|
4.27
|
%
|
|
William
J. Clough (4)
|
|
|
5,051,089
|
|
|
1,510,604
|
|
|
3,540,485
|
(6)
|
|
3.18
|
%
|
|
0.95
|
%
|
| |
(1)
|
Based
on 159,060,479 shares outstanding as of January 31,
2008.
|
| |
(2)
|
Bradley
J Hallock is a Director and Corporate Secretary of the Registrant
and
William J. Clough is a Director and President/CEO of the Registrant.
Unless otherwise noted, all persons referred to above have sole
voting and
sole investment power.
|
| |
(3)
|
Of
the total 8,784,540 securities: 6,611,040 are held in the name
Bradley J.
Hallock, individually; 73,500 are held in the name of this shareholder’s
Individual Retirement Account; 2,000,000 are warrant shares held
in the
Hallock
Trust, Brad Hallock, Trustee. The 2,000,000 shares being registered
for
reoffer and resale are the warrant shares held in the name of the
Trust.
|
| |
(4)
|
Of
the 5,051,089 securities: 1,510,604 are held in the name William
J.
Clough, individually; 3,540,485 are warrant shares held in the
name
William
J. Clough and Janet Ann Clough, h/w. The 3,540,485 shares being
registered
for reoffer and resale are the warrant shares held in the name
William J.
Clough and Janet Ann Clough, h/w.
|
| |
(5)
|
Represents
shares that such individual has the right to acquire before July
5, 2009,
through the exercise of a warrant at $0.20 per share.
|
| |
(6)
|
Represents
shares that such individual has the right to acquire before July
5, 2011,
through the exercise of a warrant at $0.20 per
share.
|
PLAN
OF DISTRIBUTION
The
selling stockholders and any of their pledgees, donees, assignees, transferees,
may sell any or all of the shares of common stock for value from time to time
under this reoffer prospectus in one or more transactions on the
Over-the-Counter Bulletin Board or any stock exchange, market or trading
facility on which the common stock is traded, in a negotiated transaction or
in
a combination of such methods of sale, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at prices
otherwise negotiated. The selling stockholders will act independently of us
in
making decisions with respect to the timing, manner and size of each sale.
The
selling stockholders may use any one or more of the following methods when
selling shares:
| |
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
| |
·
|
block
trades in which the broker-dealer will attempt to sell the shares
as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
|
| |
·
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for
its
account;
|
| |
·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
| |
·
|
privately
negotiated transactions;
|
| |
·
|
underwritten
offerings;
|
| |
·
|
agreements
by the broker-dealer and a selling stockholder to sell a specified
number
of such shares at a stipulated price per
share;
|
| |
·
|
a
combination of any such methods of sale;
and
|
| |
·
|
any
other method permitted by applicable
law.
|
The
selling stockholders may also sell shares under Rule 144 under the Securities
Act, if available, under Section 4(1) of the Securities Act or directly to
us in
certain circumstances rather than under this reoffer
prospectus.
Unless
otherwise prohibited, the selling stockholders may enter into hedging
transactions with broker-dealers or other financial institutions in connection
with distributions of the shares or otherwise. In such transactions, broker-
dealers or financial institutions may engage in short sales of the shares in
the
course of hedging the position they assume with a selling stockholder. The
selling stockholders may also engage in short sales, puts and calls,
forward-exchange contracts, collars and other transactions in our securities
or
derivatives of our securities and may sell or deliver shares in connection
with
these trades. If a selling stockholder sells shares short, he or she may
redeliver the shares to close out such short positions. The selling stockholders
may also enter into option or other transactions with broker-dealers or
financial institutions which require the delivery to the broker-dealer or the
financial institution of the shares. The broker-dealer or financial institution
may then resell or otherwise transfer such shares pursuant to this reoffer
prospectus. In addition, the selling stockholder may loan his or her shares
to
broker-dealers or financial institutions who are counterparties to hedging
transactions and the broker-dealers, financial institutions or counterparties
may sell the borrowed shares into the public market. A selling stockholder
may
also pledge shares to his or her brokers or financial institutions and under
the
margin loan the broker or financial institution may, from time to time, offer
and sell the pledged shares. To our knowledge, no selling stockholder has
entered into any agreements, understandings or arrangements with any
underwriters, broker-dealers or financial institutions regarding the sale of
his
or her shares other than ordinary course brokerage arrangements, nor are we
aware of any underwriter or coordinating broker acting in connection with the
proposed sale of shares by a selling stockholder.
The
selling stockholders and any broker-dealers that participate in the distribution
of the common stock may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any commissions received by them and
any profit on the resale of the common stock sold by them may be deemed to
be
underwriting discounts and commissions under the Securities Act. All selling
and
other expenses incurred by the selling stockholders will be borne by the selling
stockholders.
There
is
no assurance that the selling stockholders will sell all or any portion of
the
shares of common stock offered.
We
will
pay all expenses in connection with this offering and will not receive any
proceeds from sales of any common stock by the selling
stockholders.
LEGAL
MATTERS
The
validity of the issuance of the common stock offered hereby will be passed
upon
for us by Johnson, Pope, Bokor, Ruppel & Burns, LLP, of Clearwater, Florida.
.
EXPERTS
CHANGES
IN REGISTRANT’S CERTIFYING ACCOUNTANT
On
May 2,
2007, the Registrant received and accepted the letter of resignation from its
Independent Registered Public Accounting Firm, Salberg & Company, P.A., Boca
Raton, Florida. The Public Accounting Firm’s report on the financial statements
for either of the past two years did not contain an adverse opinion or
disclaimer of opinion, nor was it modified as to uncertainty, audit scope,
or
accounting principles except that there was an explanatory paragraph expressing
substantial doubt about the Company’s ability to continue as a going concern.
The decision to change accountants was by mutual consent because of the five
years partner rotation requirement of Regulation S-X (17 CFR, Part 210). The
Company has had no disagreements with the former accountant on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure. The Board of Directors and Audit Committee approved
retaining Webb & Company, P. A., Boynton Beach, Florida as the Company’s
Independent Registered Public Accounting Firm effective May 2,
2007.
Prior
to
engaging Webb & Company, P.A., we did not consult Webb & Company, P.A.
regarding either:
| |
1.
|
The
application of accounting principles to any specified transaction,
either
completed or proposed, or the type of audit opinion that might be
rendered
on our financial statements, and neither a written report was provided
to
our company nor oral advice was provided by Webb & Company, P.A. that
was an important factor considered by our company in reaching a decision
as to the accounting, auditing or financial reporting issue;
or
|
| |
2.
|
Any
matter that was either the subject of disagreement or event, as defined
in
Item 304(a)(1)(iv)(A) of Regulation S-B and the related instruction
to
Item 304 of Regulation S-B, or a reportable event, as that term is
explained in Item 304(a)(1)(iv)(A) of Regulation
S-B.
|
Prior
to
engaging Webb & Company, P.A., Webb & Company, P.A. has not provided our
company with either written or oral advice that was an important factor
considered by our company in reaching a decision to engage Webb & Company,
P.A. as our independent registered public accounting firm.
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
The
Colorado General Corporation Act provides that each existing or former director
and officer of a corporation may be indemnified in certain instances against
certain liabilities which he or she may incur, inclusive of fees, costs and
other expenses incurred in connection with such defense, by virtue of his or
her
relationship with the corporation or with another entity to the extent that
such
latter relationship shall have been undertaken at the request of the
corporation; and may have advanced such expenses incurred in defending against
such liabilities upon undertaking to repay the same in the event an ultimate
determination is made denying entitlement to indemnification. The Company's
bylaws incorporate the statutory form of indemnification by specific
reference.
A
corporation may not eliminate liability: (i) for acts or omissions involving
intentional misconduct or knowing and culpable violations of law; (ii) for
acts
or omissions that the individual believes to be contrary to the best interests
of the corporation or its shareholders or that involve the absence of good
faith
on the part of the individual; (iii) for any transaction from which the
individual derived an improper personal benefit; (iv) for acts or omissions
involving a reckless disregard for the individual's duty to the corporation
or
its shareholders when the individual was aware or should have been aware of
a
risk of serious injury to the corporation or its shareholders; (v) for acts
or
omissions that constitute an unexcused pattern of inattention that amounts
to
any abdication of the individual's duty to the corporation or its shareholders;
or (vii) for improper distribution to shareholders and loans to directors and
officers. Also, a corporation may not eliminate liability for any act or
omission occurring prior to the date on which the corporation authorizes
indemnification of its directors, officers, employees and agents.
The
above
discussion of our Articles of Incorporation and the General Corporation Law
of
Colorado is only a summary and is qualified in its entirety by the full text
of
each of the foregoing.
Insofar
as indemnification for liabilities may be invoked to disclaim liability for
damages arising under the Securities Act of 1933, as amended, or the Securities
Act of 1934 (collectively, the "Acts"), as amended, it is the position of the
Securities and Exchange Commission that such indemnification is against public
policy as expressed in the Acts and are therefore,
unenforceable.
We
have
filed with the Securities and Exchange Commission a Registration Statement
on
Form S-8. This Prospectus, which is a part of the registration statement, does
not contain all of the information included in the registration statement.
Some
information is omitted, and you should refer to the registration statement
and
its exhibits. With respect to references made in this prospectus to any
contract, agreement or other document of ours, such references are not
necessarily complete and you should refer to the exhibits attached to the
Registration Statement for copies of the actual contract, agreement or other
document. You may review a copy of the Registration Statement, including
exhibits, at the Securities and Exchange Commission's public reference room
at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 or Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The public
may obtain information on the operation of the public reference room by calling
the Securities and Exchange Commission at 1-800- SEC-0330. We will also file
annual, quarterly and current reports, proxy statements and other information
with the Securities and Exchange Commission. You may read and copy any reports,
statements or other information on file at the public reference rooms. You
can
also request copies of these documents, for a copying fee, by writing to the
Securities and Exchange Commission. Our Securities and Exchange Commission
filings and the registration statement can also be reviewed by accessing the
Securities and Exchange Commission's Internet site at http://www.sec.gov, which
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Securities and Exchange
Commission. You should rely only on the information provided in this prospectus
or any prospectus supplement. We have not authorized anyone else to provide
you
with different information. We are not making an offer to sell, nor soliciting
an offer to buy, these securities in any jurisdiction where that would not
be
permitted or legal. Neither the delivery of this prospectus nor any sales made
hereunder after the date of this prospectus shall create an implication that
the
information contained herein or our affairs have not changed since the date
hereof.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
following documents that we filed with the SEC are incorporated herein by
reference:
| |
(a)
|
Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2006
filed
with the Commission April 2, 2007.
|
| |
(b)
|
Quarterly
Report on Form 10-QSB for the quarter ending September 30, 2007 filed
November 14, 2007.
|
| |
(c)
|
A
report on Form 8-K on January 18, 2007 announcing a licensing agreement
with CUI, Inc.
|
| |
(d)
|
A
report on Form 8-K on February 2, 2007 announcing a one year licensing
and
royalty agreement with Thermaltake,
Inc.
|
| |
(e)
|
A
report on Form 8-K on February 28, 2007 announcing a one year licensing
and royalty agreement with OCZ,
Inc.
|
| |
(f)
|
A
report on Form 8-K on May 2, 2007 announcing a change in certifying
accountant.
|
| |
(g)
|
A
report on Form 8-K on May 15, 2007 announcing a financing agreement
with
Central Finance, LLC and authorization for Series C preferred
stock.
|
| |
(h)
|
A
report on Form 8-K on June 6, 2007 announcing that Mark Chandler
is no
longer the Company CFO.
|
| |
(i)
|
A
report on Form 8-K on July 16, 2007 announcing the appointment of
Corey
Lambrecht to our Board of
Directors.
|
| |
(j)
|
A
report on Form 8-K on September 17, 2007 announcing the resignation
of
Russell LO. Wall as CEO and the appointment of William J. Clough
as
CEO/President and Clifford Melby as
COO.
|
| |
(k)
|
A
report on Form 8-K on October 4, 2007 announcing the appointment
of
Bradley J. Hallock as Corporate
Secretary.
|
| |
(l)
|
A
report on Form 8-K on January 7, 2008 announcing the corporate name
change
to Waytronx, Inc.
|
| |
(m)
|
All
documents subsequently filed by the Registrant pursuant to Section
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
be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing of such
documents.
|
We
will
provide without charge to each person, including any beneficial owner, to whom
a
copy of this reoffer prospectus is delivered a copy of any or all documents
incorporated by reference into this reoffer prospectus except the exhibits
to
such documents, unless such exhibits are specifically incorporated by reference
in such documents. You may request copies by writing Waytronx, Inc., 2332
LaMirada Drive, Suite 400, Vista, California 92081-7861.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Documents by Reference
The
SEC
allows us to incorporate by reference into this reoffer prospectus the
information that we file with the SEC in other documents. This means that we
can
disclose important information to you by referring to other documents that
contain that information. The information may include documents filed after
the
date of this prospectus which update and supersede the information you read
in
this prospectus. We incorporate by reference the following documents listed
below, except to the extent information in those documents is different from
the
information contained in this prospectus, and all future documents filed with
the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, until
we
terminate the offering of these shares. The Company filed with the Commission:
| |
(a)
|
Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2006
filed
with the Commission April 2, 2007.
|
| |
(b)
|
Quarterly
Report on Form 10-QSB for the quarter ending September 30, 2007 filed
November 14, 2007.
|
| |
(c)
|
A
report on Form 8-K on January 18, 2007 announcing a licensing agreement
with CUI, Inc.
|
| |
(d)
|
A
report on Form 8-K on February 2, 2007 announcing a one year licensing
and
royalty agreement with Thermaltake,
Inc.
|
| |
(e)
|
A
report on Form 8-K on February 28, 2007 announcing a one year licensing
and royalty agreement with OCZ,
Inc.
|
| |
(f)
|
A
report on Form 8-K on May 2, 2007 announcing a change in certifying
accountant.
|
| |
(g)
|
A
report on Form 8-K on May 15, 2007 announcing a financing agreement
with
Central Finance, LLC and authorization for Series C preferred
stock.
|
| |
(h)
|
A
report on Form 8-K on June 6, 2007 announcing that Mark Chandler
is no
longer the Company CFO.
|
| |
(i)
|
A
report on Form 8-K on July 16, 2007 announcing the appointment of
Corey
Lambrecht to our Board of
Directors.
|
| |
(j)
|
A
report on Form 8-K on September 17, 2007 announcing the resignation
of
Russell LO. Wall as CEO and the appointment of William J. Clough
as
CEO/President and Clifford Melby as
COO.
|
| |
(k)
|
A
report on Form 8-K on October 4, 2007 announcing the appointment
of
Bradley J. Hallock as Corporate
Secretary.
|
| |
(l)
|
A
report on Form 8-K on January 7, 2008 announcing the corporate name
change
to Waytronx, Inc.
|
| |
(m)
|
All
documents subsequently filed by the Registrant pursuant to Section
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
be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing of such
documents.
|
You
may
request a copy of these documents, at no cost, by written request to: Waytronx,
Inc., 2332 LaMirada Drive, Suite 400, Vista, California 92081-7861
Item
4. Description
of Securities
The
Registrant is registering for reoffer and resale 5,540,485 common shares
underlying stock warrants. Upon exercise of said warrants, the common shares
underlying the said warrants will be issued as follows: 2,000,000 common shares
in the name: Hallock Trust, Brad Hallock, Trustee, and 3,540,485 common shares
in the name: William J. Clough and Janet Ann Clough, h/w. The warrant issued
in
the name Hallock Trust, Brad Hallock, Trustee, may be exercised by the Selling
Shareholder at any time before July 5, 2009 at a per share price of $0.20 for
two million or less common shares. The warrant issued in the name of William
J.
Clough and Janet Ann Clough, h/w, may be exercised by the Selling Shareholder
at
any time before July 5, 2011 at a per share price of $0.20 for 3,540,485 or
less
common shares.
Item
5. Interest
of Named Experts and Counsel.
Michael
T. Cronin, Esq., of the law firm of Johnson, Pope, Bokor, Ruppel & Burns,
P.A., has provided legal services and advice to the Company in connection with
a
variety of corporate and securities matters, including the registrant's
compliance with the periodic reporting requirements of the Securities Exchange
Act of 1934, and general legal consulting and advice on a variety of
matters. Neither Mr. Cronin nor his law firm has been employed on a
contingent basis at anytime.
Item
6. Indemnification
of Directors and Officers.
The
Colorado General Corporation Act provides that each existing or former director
and officer of a corporation may be indemnified in certain instances against
certain liabilities which he or she may incur, inclusive of fees, costs and
other expenses incurred in connection with such defense, by virtue of his or
her
relationship with the corporation or with another entity to the extent that
such
latter relationship shall have been undertaken at the request of the
corporation; and may have advanced such expenses incurred in defending against
such liabilities upon undertaking to repay the same in the event an ultimate
determination is made denying entitlement to indemnification. The Company's
bylaws incorporate the statutory form of indemnification by specific
reference.
A
corporation may not eliminate liability: (i) for acts or omissions involving
intentional misconduct or knowing and culpable violations of law; (ii) for
acts
or omissions that the individual believes to be contrary to the best interests
of the corporation or its shareholders or that involve the absence of good
faith
on the part of the individual; (iii) for any transaction from which the
individual derived an improper personal benefit; (iv) for acts or omissions
involving a reckless disregard for the individual's duty to the corporation
or
its shareholders when the individual was aware or should have been aware of
a
risk of serious injury to the corporation or its shareholders; (v) for acts
or
omissions that constitute an unexcused pattern of inattention that amounts
to
any abdication of the individual's duty to the corporation or its shareholders;
or (vii) for improper distribution to shareholders and loans to directors and
officers. Also, a corporation may not eliminate liability for any act or
omission occurring prior to the date on which the corporation authorizes
indemnification of its directors, officers, employees and agents.
The
above
discussion of our Articles of Incorporation and the General Corporation Law
of
Colorado is only a summary and is qualified in its entirety by the full text
of
each of the foregoing.
Insofar
as indemnification for liabilities may be invoked to disclaim liability for
damages arising under the Securities Act of 1933, as amended, or the Securities
Act of 1934 (collectively, the "Acts"), as amended, it is the position of the
Securities and Exchange Commission that such indemnification is against public
policy as expressed in the Acts and are therefore, unenforceable.
Item
7. Exemption
from Registration Claimed.
Not
Applicable.
Item
8. Exhibits.
|
Exhibit No.
|
|
Description
|
| |
|
|
|
3.11
|
|
Amended
Articles of Incorporation of the Company.
|
| |
|
|
|
3.21
|
|
Bylaws
of the Company.
|
| |
|
|
|
3.32
|
|
Articles
of Amendment to Certificate of Incorporation - Certificate of
Designations, Preferences, Limitations and Relative Rights of the
Series A
Preferred Stock, filed July 25, 2002.
|
| |
|
|
|
3.42
|
|
Articles
of Amendment to Articles of Incorporation-Terms of Series A Convertible
Preferred Stock, filed November 13, 2003.
|
| |
|
|
|
3.52
|
|
Amendment
to Restated Articles of Incorporation, filed December 23,
2003.
|
| |
|
|
|
3.62
|
|
Articles
of Amendment to Certificate of Incorporation - Certificate of Designations
of the Series B Convertible Preferred Stock, filed April 1,
2004.
|
| |
|
|
|
3.73
|
|
Restated
Articles of Incorporation, Officers’ Certificate and Colorado Secretary of
State Certificate filed June 30, 2004 showing corporate name change
to
OnScreen Technologies, Inc.
|
| |
|
|
|
3.74
|
|
Articles
of Amendment to change corporate name to Waytronx, Inc. filed with
the
Colorado Department of State December 12, 2007.
|
| |
|
|
|
5.14
|
|
Opinion
and consent of Johnson, Pope, Bokor, Ruppel & Burns, LLP, included in
Exhibit 23.4.
|
| |
|
|
|
10.173
|
|
Assignment,
dated February 16, 2005, of OnScreen™ technology patents ownership from
inventor to CH Capital, Inc.
|
| |
|
|
|
10.94
|
|
Letter
of Intent for Sale and Purchase of Certain Intellectual Property
dated
June 10, 2005 with Extension of Letter of Intent dated October
12,
2005.
|
| |
|
|
|
10.183
|
|
Assignment,
dated March 24, 2006, of OnScreen™ technology patents ownership from CH
Capital, Inc. to Company.
|
| |
|
|
|
23.34
|
|
Consent
of Salberg & Company, P.A., Independent Registered Public Accounting
Firm for incorporation by reference of their report into Form S-8
filed
herewith.
|
| |
|
|
|
23.44
|
|
Consent
of Johnson, Pope, Bokor, Ruppel & Burns, LLP, filed
herewith.
|
Footnotes
to Exhibits:
| |
1
|
Incorporated
by reference to our Registration Statement on Form SB-2/A filed with
the
Commission on October 26, 2001.
|
| |
2
|
Incorporated
by reference to our Form 10-KSB filed with the Commission on April
14,
2004.
|
| |
3
|
Incorporated
by reference to our Report on Form 10-KSB filed with the Commission
on May
4, 2005.
|
Item
9. Undertakings.
Undertakings
Relating to Delayed or Continuous Offerings of Securities.
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, 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 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.
Undertaking
Relating to the Incorporation of Certain Documents by
Reference.
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 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.
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 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 requirement 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
Vista, State of California on March 10, 2008.
Waytronx,
Inc.
|
By:
|
/s/ William J. Clough
|
|
| |
William J. Clough, President/CEO
|
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
|
Name
|
|
Title
|
|
Date
|
| |
|
|
|
|
|
/s/
William J. Clough
|
|
CEO/Pres./Director
|
|
March
10, 2008
|
|
William
J. Clough
|
|
|
|
|
| |
|
|
|
|
|
/s/
Cynthia Wilson
|
|
Interim
CFO
|
|
March
10, 2008
|
|
Cynthia
Wilson
|
|
|
|
|
| |
|
|
|
|
|
/s/
Bradley J. Hallock
|
|
Director,
Corporate
|
|
March
10, 2008
|
|
Bradley
J. Hallock
|
|
Secretary
|
|
|
| |
|
|
|
|
|
/s/
John P. Rouse
|
|
Director
|
|
March
10, 2008
|
|
John
P. Rouse
|
|
|
|
|
| |
|
|
|
|
|
/s/
Corey Lambrecht
|
|
Director
|
|
March
10, 2008
|
|
Corey
Lambrecht
|
|
|
|
|
| |
|
|
|
|
|
/s/
Tom Price
|
|
Director
|
|
March
10, 2008
|
|
Tom
Price
|
|
|
|
|