As
filed
with the Securities and Exchange Commission on August 23, 2005
Registration
No. 333-_______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SPLINEX TECHNOLOGY INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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7372
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20-0715816
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(State
of Incorporation)
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(Primary
Standard Industrial
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(I.R.S.
Employer
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Classification
Code Number)
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Identification
Number)
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550
West
Cypress Creek Road
Suite 410
Fort
Lauderdale, Florida 33309 U.S.A.
954-660-6565
(Address
and telephone number of Registrant’s principal executive offices)
EXECUTIVE
2004 OPTION PLAN
EXECUTIVE
2004 STOCK AWARD PLAN
EXECUTIVE
2005 STOCK AWARD PLAN
SPLINEX
TECHNOLOGY INC. 2004 STOCK OPTION PLAN
(Full
Title of the Plan)
Michael
Stojda
President
and Chief Executive Officer
550
West
Cypress Creek Road
Suite 410
Fort
Lauderdale, Florida 33309 U.S.A.
954-660-6565
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
Copy
to:
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Stephen
I. Glover
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Curtis
Wolfe
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Gibson,
Dunn & Crutcher LLP
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General
Counsel & Secretary
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1050
Connecticut Ave., N.W.
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550
West Cypress Creek Road, Suite 410
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Washington,
D.C. 20036-5306
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Fort
Lauderdale, Florida 33309
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CALCULATION
OF REGISTRATION FEE
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Title
of Securities
to
be Registered(1)
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Amount
to be
Registered
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Proposed
Maximum
Offering
Price
Per
Share
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Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
Fee
|
||||
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Common
Stock, par value $.001 per share(2)
|
650,000
shares
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$
0.20 (6)
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$
130,000
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$
15.30
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||||
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Common
Stock, par value $.001 per share(3)
|
5,175,000
shares
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$
0.20 (6)
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$
1,035,000
|
$
121.82
|
||||
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Common
Stock, par value $.001 per share(4)
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4,825,000
shares
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$
0.16 (7)
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$
772,000
|
$
90.86
|
||||
|
Common
Stock, par value $.001 per share(5)
|
1,500,000
shares
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$
0.50 (7)
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$
750,000
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$
88.28
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||||
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Total
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12,150,000
shares
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n/a
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$
2,687,000
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$316.26
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| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities to be offered or issued from stock splits, stock dividends or similar transactions. | |
| (2) | Pursuant to Instruction C of Form S-8, this registration statement covers the resale by the Selling Stockholders named in the prospectus included in and filed with this Form S-8 of shares of common stock of Splinex Technology Inc. (the “Registrant” or the “Company”) which have been issued to such Selling Stockholders pursuant to stock grants made by the Company. | |
| (3) | Consists of shares of common stock reserved for issuance under the Splinex Technology Inc. 2004 Stock Option Plan (the “2004 Plan”). | |
| (4) | Consists of shares of common stock underlying outstanding options granted under the 2004 Plan. | |
| (5) | Consists of shares of common stock underlying outstanding options granted to the Chief Executive Officer of the Company under the Executive 2004 Option Plan as set forth in the Employment Agreement dated September 1, 2004, between the Company and Michael Stojda, the Company’s Chief Executive Officer. | |
| (6) | Estimated solely for purposes of determining the registration fee and calculated in accordance with Rule 457 under the Securities Act of 1933, as amended, based on average high and low prices per share of $0.20 on August 18, 2005, as quoted on the OTC bulletin board. | |
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(7) |
Pursuant
to Rule 457(h) under the Securities Act, the proposed maximum offering
price per share was calculated based on the weighted average exercise
price of the options granted.
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EXPLANATORY
NOTE
This
Registration Statement also includes a prospectus (the "Reoffer Prospectus")
prepared in accordance with General Instruction C of Form S-8 and in
accordance with the requirements of Part I of Form S-3. This
Reoffer
Prospectus may be used for reofferings and resales on a continuous or delayed
basis in the future by stockholders of the Company of an aggregate of up to
5,700,000 shares of common stock, including (1) 400,000 shares that have been
issued prior to the filing of this Registration Statement under
the
Executive 2004 Stock Award Plan, as set forth in the Employment Agreement,
dated
September 1, 2004, between the Company and Michael Stojda,
its
Chief Executive Officer; (2) 250,000 shares that have been issued prior to
the
filing of this Registration Statement under the Executive 2005 Stock Award
Plan,
as set forth in the Employment Agreement dated January 12, 2005, between the
Company and Christian Schormann, its Vice President of Research &
Development; (3) 1,500,000 shares that may be issued upon exercise of an option
granted to Mr. Stojda under the Executive 2004 Option Plan, as set forth in
the
Employment Agreement, dated September 1, 2004, between the Company and Michael
Stojda; and (4) 3,550,000 shares that may be issued upon the exercise of options
previously granted under the 2004 Plan to the selling stockholders.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM
1. PLAN INFORMATION.
The
document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the 2004 Plan, the Executive 2004
Stock
Award Plan, Executive 2005 Stock Award Plan, and the Executive 2004 Option
Plan
as specified by Rule 428(b)(1) under the Securities Act. Such documents
are
not being filed with the Securities and Exchange Commission, but constitute,
along with the documents incorporated by reference into this Registration
Statement, a prospectus that meets the requirements of Section 10(a)
of the
Securities Act.
ITEM
2. COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.
The
Company will furnish without charge to each person to whom the prospectus is
delivered, upon the written or oral request of such person, a copy of any and
all of the documents incorporated by reference in Item 3 of Part II
of this
Registration Statement, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference to the information that
is
incorporated). Those documents are incorporated by reference in the
Section 10(a) prospectus. Requests should be directed to Splinex Technology
Inc., 550 West Cypress Creek Road, Suite 410, Fort Lauderdale, Florida
33309, Attention: Chief Financial Officer, Telephone No.
954-660-6565.
1
REOFFER
PROSPECTUS
5,700,000
SHARES OF COMMON STOCK
OF
SPLINEX TECHNOLOGY INC.
This
prospectus is being used for the offering and sale from time to time by the
selling stockholders identified in this prospectus of up to an aggregate of
5,700,000 shares of the common stock of Splinex Technology Inc. that
have
been issued to the selling stockholders in accordance with employment agreements
between us and each selling stockholder, or that may be issued in the future
upon exercise of stock options that we have previously granted.
The
selling stockholders, or their pledgees, donees, transferees or other
successors-in-interest, may offer the common stock through public or private
transactions, at prevailing market prices or at privately negotiated prices,
including in satisfaction of certain existing contractual obligations. The
selling stockholders will receive all of the net proceeds from the sale of
the
shares. Each selling stockholder will bear the costs, expenses and fees in
connection with the registration of the shares offered hereby on its behalf.
We
will not receive any proceeds from the sale of the shares. Brokerage commissions
and similar selling expenses, if any, attributable to the sale of shares will
be
borne by the selling stockholders.
The
selling stockholders and any participating brokers or dealers may be deemed
to
be “underwriters” within the meaning of the Securities Act, in which event any
profit on the sale of shares by the selling stockholders, and any commissions
or
discounts received by the brokers or dealers, may be deemed to be underwriting
compensation under the Securities Act.
Our
common stock is quoted on the OTC Bulletin Board under the symbol “SPLX.OB” On
August 18, 2005, the last reported sale price of our common stock on the OTC
Bulletin Board was $0.20 per share.
Investing
in our common stock involves risks. See “Risk Factors” beginning on page
2.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if this prospectus
is
truthful or complete. Any representation to the contrary is a criminal offense.
The
date
of this prospectus is August 23, 2005.
You
should rely only on the information contained in this prospectus or any
supplement. We have not authorized anyone to provide you with different
information. The selling stockholders are offering to sell shares of common
stock and seeking offers to buy shares of common stock only in jurisdictions
where offers and sales are permitted. You should not assume that the information
contained in this prospectus is accurate as of any date other than the date
on
the front of this prospectus.
TABLE
OF CONTENTS
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THE
COMPANY
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1
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RISK
FACTORS
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2
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FORWARD-LOOKING
STATEMENTS
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9
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USE
OF PROCEEDS
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9
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SELLING
STOCKHOLDERS
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10
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PLAN
OF DISTRIBUTION
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12
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LEGAL
MATTERS
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13
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EXPERTS
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13
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WHERE
YOU CAN FIND MORE INFORMATION
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13
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INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
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13
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i
THE
COMPANY
Splinex
Technology Inc. (“Splinex”) develops, licenses and services software that
enables the generation, manipulation, viewing and image-based searching of
complex, multi-dimensional mathematical objects and information. We believe
end-users of our software products, such as mathematicians, scientists, graphic
designers or digital artists working on complex, graphical three-dimensional
problems, will experience greater productivity through improved interaction
with, enhanced visual representation and faster manipulation of, and greater
technical and artistic precision in representing, multi-dimensional mathematical
objects and information.
Since
inception, we have operated in a development phase typical of a software company
and have focused on developing technologies and products and securing
intellectual property rights while we develop relationships with potential
customers and resellers. Our corporate activities to date have included raising
capital, strategic and business planning, completing the registration of our
common stock with the U. S. Securities and Exchange Commission (the “SEC” or the
“Commission”), and retaining executive management. We have minimal sales and no
sales contracts and are considered to be in the development stage as of March
31, 2005 and June 30, 2005.
Several
factors exist that raise significant doubt as to our ability to continue
operating as a going concern. These factors include our history of net losses
and the facts that our company is in the development stage and we have earned
minimal revenues to date. At our current rate of expenditure, the funds
available to us from cash on hand would be sufficient to fund our operations
through mid-September 2005,
excluding the consideration of any revenues from the sale of our products.
Our
independent auditor’s report on our financial statements for the year ended
March 31, 2005 contains an explanatory paragraph about our ability to
continue as a going concern. In the absence of attaining profitable operations
and achieving positive cash flow from operations or obtaining significant
additional debt or equity financing, we will have difficulty meeting current
and
long-term obligations.
We
have
taken, and continue to take, steps to address our need for additional capital.
We began significant marketing and sales activities for our nVizx™
product
line in late June 2005 under a marketing and distribution agreement (the
“Reseller Agreement”) with a leading mathematical computational software
developer. In addition, we implemented cost reduction measures including salary
deferrals beginning in June 2005 and have deferred or delayed payments to some
vendors until we achieve positive cash flow. We are also exploring raising
capital through sales of our securities in order to fund our operations until
we
achieve positive cash flow from operations.
Company
History
We
were
organized under the laws of the State of Delaware in February 2004 to
conduct the business and operations of Splinex, LLC, a Florida limited liability
company (our “Predecessor”). Effective April 1, 2004, Splinex, LLC
reorganized as a corporation and, as a result, contributed its assets,
liabilities and operations to us under a contribution agreement. Our financial
statements include the accounts of Splinex Technology Inc. and our Predecessor,
and all material inter-company transactions have been eliminated. We began
activity on October 28, 2003.
On
January 18, 2005, we merged with a subsidiary of Ener1, Inc., an affiliated
company controlled by certain direct and indirect beneficial owners of the
membership interests of our Predecessor (the “Merger”). We survived the Merger
and issued 5,000,000 shares of our common stock to Ener1, Inc. in the Merger.
Ener1, Inc. declared a dividend of the 5,000,000 shares that it received to
its
shareholders of record as of January 17, 2005 (the “Distribution”). The dividend
was paid on January 24, 2005. Immediately after the Merger, and prior to the
Distribution, Splinex, LLC and Ener1, Inc. owned 95% and 5%, respectively,
of
our then outstanding common stock. We registered the Distribution by Ener1,
Inc.
of our common stock on a registration statement on Form S-1 filed with the
Commission. The legal terms of the Merger and the Distribution are set forth
in
the Merger Agreement, which is filed as an exhibit to the registration statement
of which this prospectus is a part. As a result of the Merger and the
Distribution, we became a public reporting company subject to the information
and reporting requirements of the Securities Exchange Act of 1934.
1
Our
executive offices are located at 550 West Cypress Creek Road, Suite 410, Fort
Lauderdale, Florida, 33309 and our phone number is (954) 660-6565. Our
website address is www.splinex.com. Our website and the information contained
in
or connected to it shall not be deemed to be incorporated into this prospectus
or the registration statement of which it forms a part.
RISK
FACTORS
Investing
in our common stock involves a high degree of risk. You should carefully
consider the following risk factors, which we consider to be the most
significant risk factors and challenges that are specific to us, together with
the other information in this prospectus, when evaluating an investment in
our
common stock. If any of the following risks occur, our business, results of
operations or financial condition would likely suffer. The price of our common
stock could decline and you may lose all or part of your
investment.
We
may not be able to continue operating as a going concern; we currently expect
that our cash on hand will only fund our operations through mid-September
2005.
Several
factors exist that raise significant doubt as to our ability to continue
operating as a going concern. These factors include our history of net losses,
as discussed below under “We
have a history of losses and expect to incur losses in the future that could
consume our capital”
and the
facts that our company is in the development stage and has only earned minimal
revenues to date. Our independent auditor’s report on our financial statements
for the year ended March 31, 2005 contains an explanatory paragraph about our
ability to continue as a going concern. In the absence of attaining profitable
operations and achieving positive cash flows from operations or obtaining
significant additional debt or equity financing, we will have difficulty meeting
current and long-term obligations. At our current rate of expenditure, our
cash
on hand will be sufficient to fund our operations through mid-September 2005.
We
have a history of losses and expect to incur losses in the future that could
consume our capital.
We
have
incurred net losses of $4.9 million from October 28, 2003, when our
development stage activities began, through June 30, 2005. Since our founding,
we have not had a profitable or cash flow positive quarter. We have had minimal
revenue to date. We expect that we will continue to incur negative cash flows
and require additional cash to fund our operations and implement our business
plan. The continued development of our business will require significant
additional capital investment to fund research and development, sales and
marketing and general and administrative expenses. We cannot assure you that
we
will be able to obtain additional capital on terms favorable to us or at all.
We
have a limited operating history with minimal revenues and no profits to date
upon which you can base an evaluation of our company and our
prospects.
We
commenced development stage activities in October 2003 and have just
begun
to offer our products for commercial sale. Accordingly, we have only a limited
operating history upon which you can evaluate our business and prospects. We
have an unproven business plan and do not expect to be profitable in fiscal
year
2006, and may never be profitable. Companies in an early stage of development
frequently encounter heightened risks and unexpected expenses and difficulties.
For us, these risks include the absence of a track record of success for our
business model. Additionally, the majority of the products and markets from
which we currently expect to derive the greatest portion of our revenue are
in
the early stages of development. We cannot assure you that we will have
significant or increasing revenues or that we will be able to achieve or sustain
profitability.
2
If
we are unable to effectively manage the transition from a development stage
company to an operating company, our ability to earn revenue and profits will
be
negatively affected.
As
we
transition from a development stage company to an operating company, we expect
our business to grow significantly in size and complexity. This growth is
expected to place significant demands on our management, systems, internal
controls and financial and physical resources. As a result, we will need to
hire
additional qualified personnel, retain professionals to assist in developing
appropriate control systems and expand our information technology and operating
infrastructures. Our inability to secure additional resources, as and when
needed, or manage our growth effectively, if and when it occurs, would have
a
material adverse effect on our financial results.
We
may be unable to generate net cash flow from operations or raise additional
capital which would materially harm our ability to conduct our operations and
to
compete.
We
cannot
assure you that we will be able to generate funds from operations or that
capital will be available from debt or equity financings or other potential
sources to fund our operating costs. We currently have no credit facilities
with
a lending institution. We need to raise additional funds to finance our
operations. If we raise additional funds through the sale of equity or
convertible debt securities, your ownership percentage of our common stock
will
be reduced. In addition, these transactions may dilute the value of our common
stock. We may have to issue securities that have rights, preferences and
privileges senior to our common stock. The terms of any additional indebtedness
may include restrictive financial and operating covenants that could limit
our
ability to compete and expand. If we are not able to generate cash flow from
operations or to raise funds through equity or debt financing, we would be
forced to curtail substantially or cease operations, which would have a material
adverse effect on our business and the value of our common stock.
If
we are not able to compete successfully, our ability to earn revenue and profits
will be adversely affected.
The
markets in which we compete and plan to compete are intensely competitive,
subject to rapid change and characterized by constant demand for new product
features at reduced prices and pressure to accelerate the release of new
products and product enhancements. Some of our competitors are much larger
than
we are and may have greater name recognition and financial, technical or
marketing resources than we have. Our competitors and potential competitors
range from well-established to start-up companies and they may possess
development, marketing and sales capabilities that may enable them to create
and
introduce commercially viable products more quickly and effectively than we
can.
Additionally, we expect competition to persist and intensify as the
multi-dimensional solid and surface modeling software market evolves and
competitors develop additional product and service offerings.
Splinex,
LLC holds the supermajority of our common stock, and is able to exercise
substantial control over our affairs.
Splinex,
LLC holds approximately 94% of our outstanding common stock. As a result, this
stockholder is able to control the outcome of any matter to be acted on by
our
stockholders, including the election of all of the members of our board of
directors. The voting power of Splinex, LLC could also discourage potential
investors from seeking to acquire control of us through the purchase of our
common stock, which might depress our stock’s market price.
If
we are not able to partner with third parties to incorporate our technology
or
products with their own, or to sell our products in conjunction with theirs,
our
products may not achieve broad market acceptance.
One
of
our business strategies is to partner with established software companies who
will incorporate our technology and software products with their own from both
a
development and sales perspective. Accordingly, our success will depend, in
part, upon our ability to create effective add-on products and technologies
for
use with existing products, to convince software companies to use such products,
and for these products to be commercially accepted. If this does not occur,
some
of our products may not achieve broad market acceptance.
3
We
expect to rely initially on a limited number of resellers and distributors
for a
significant portion of our revenues; our ability to grow revenue will be
adversely affected.
Initially,
we expect to derive a significant portion of our marketing and sales from a
relatively small number of resellers and software developers acting as resellers
by integrating and/or bundling our products with their software and/or hardware
products. The total number of these potential third-parties is limited. As
a
result, if we fail obtain agreements with these companies, or if they are not
successful in selling our products, our revenues will be adversely
affected.
Planned
expansion of our distribution channels will be expensive and may not
succeed.
We
plan
to distribute our initial products and services principally through direct
sales
to end-users and through distribution and resale arrangements to sell our
products. The development of a comprehensive reseller network will require
the
investment of significant resources, which could seriously harm our business
if
our efforts do not generate significant revenues. We may not be able to attract
resellers who will be able to market our products and services effectively.
The
failure to recruit resellers who are able to market our products and services
successfully could seriously harm the growth of our business.
We
will incur increased costs as a result of being a public company and if our
securities are listed on a national stock exchange or
association.
As
a
public company, we incur significant legal, accounting and other expenses that
we did not incur as a private company, including costs associated with our
public company reporting requirements and costs associated with corporate
governance requirements, including requirements under the Sarbanes-Oxley Act
of
2002. If we are able to list our common stock on a national stock exchange
or
association, we will also incur additional costs to comply with the rules
promulgated by such exchange or associations. These rules and regulations may
also make it more difficult for us to obtain director and officer liability
insurance, which may make it more difficult for us to attract and retain
qualified individuals to serve on our board of directors or as executive
officers.
If
we are not able to protect our intellectual property, our business, results
of
operations and financial condition will be materially adversely
affected.
Our
ability to compete and continue to provide technological innovation is
substantially dependent upon our ability to develop new technology. We rely
primarily on a combination of patents, trademark laws, copyright laws, trade
secrets, confidentiality procedures and contractual provisions to protect our
proprietary technology. Provisional patent applications by our employees are
pending in the U.S. Patent and Trademark Office. We cannot assure you that
patents will be issued from these or any future applications, or, even if issued
that such patents would survive a legal challenge to their validity.
The
laws
of many countries do not protect proprietary rights to as great an extent as
do
the laws of the United States. A significant amount of our intellectual property
is the result of research and development occurring in Russia. Russian law
regarding transfer and protection of intellectual property rights is not as
well-developed as similar laws in the United States and we may not be able
to
adequately protect the intellectual property assigned to us or to our
affiliates. Our Russia-based designers, programmers and scientists have no
formal employment agreements with us. Patent assignments that we have obtained
from these individuals may not grant us complete rights to the patent
application and may be subject to dispute under Russian law.
The
steps
we have taken and will take to protect our proprietary rights may not be
adequate to prevent misappropriation of our proprietary information. Further,
we
may not be able to detect unauthorized use of, or take appropriate steps to
enforce, our intellectual property rights. Our competitors may also
independently develop similar technology, which would impair any competitive
advantage we obtain from our proprietary technology. If we fail to protect
our
intellectual property, our competitors could offer products that have the same
technological innovations as ours do, which could significantly reduce demand
for our products and services.
4
Malicious
code such as worms and viruses could adversely affect our customers’ use of and
satisfaction with our products, and harm our ability to sell our
products.
The
files
created by our software applications, even those with security features, are
vulnerable to malicious acts such as computer hacking and embedding of viruses.
Any vulnerability of our software to malicious code, either as a carrier or
as a
target, would reduce the commercial attractiveness of our products and harm
our
ability to earn revenue and profits, and could subject us to claims for damages
from our customers.
If
our products are not significantly better than those of our competitors, we
may
not be able to generate demand for our products, which will adversely impact
our
ability to earn revenues.
Despite
testing of our software’s capabilities, we are uncertain of our software’s
ability to support and solve some complex problems or manage a substantial
number of users or large amounts of complex data. If our products do not perform
significantly better than our competitors’ products, demand for our products and
services may not develop and increase as we project. This could materially
adversely affect our ability to earn revenues or profits.
Sales
of our products may be harmed if our target customers prefer products that
run
on Macintosh or Unix/Linux®
platforms.
We
offer
and intend to offer end user-based products that run on Microsoft
Windows®.
We have
no current plans to add products that run on Macintosh or Unix/Linux®
platforms. Sales of our products could be harmed if our target end-users prefer
products that run on Macintosh or Unix/Linux®
platforms.
If
the currently small and relatively limited use of laser radar scanners to
acquire 3D data does not grow as anticipated across multiple markets, our
revenues will not grow as we anticipate.
Our
business plan anticipates that the use of laser radar scanners to scan and
record 3D data from objects, such as people’s faces, or environments, such as a
city street corner, will grow rapidly over the next five years in many market
segments, including planning, civil engineering, plant maintenance and
entertainment, as costs of scanners decrease. If, however, these markets for
scan data and related graphics applications and devices do not develop or
develop more slowly than we anticipate, our revenues will not grow as
anticipated, if at all.
If
our products are defective, we could lose market share and incur significant
costs to redesign, repair or replace any defective
products.
Products
as complex as those we offer and intend to offer may contain defects or
failures. We have in the past discovered software defects in our testing and
we
may experience delays in introducing new products or lose revenues due to the
time we may need to spend modifying our products to correct defects we discover
in the future. Errors in our products or releases could result in loss of market
share or failure to achieve market acceptance. We may be required to reimburse
customers for costs to repair or replace the defective products. These costs
could be significant and could adversely affect our business and operating
results.
We
may be unable to develop and introduce new software products and enhancements
in
a timely manner, which could materially adversely affect our ability to earn
revenues and profits.
The
market for multi-dimensional solid and surface modeling software is
characterized by evolving industry standards, rapid technological change and
frequent new product introductions and enhancements. Our success will depend
in
large part upon our ability to adhere to and adapt our products to evolving
multi-dimensional graphics protocols and standards. We will need to develop
and
introduce new products that meet changing customer requirements and emerging
industry standards on a timely basis. We have experienced delays in developing
and introducing new software products and we may encounter such delays in the
future as well. In addition products or technologies developed by others may
render our then current products and services obsolete or noncompetitive, which
would shorten the life-cycle of our products.
5
An
active, liquid trading market for our common stock may never
develop.
The
Over-the-Counter Bulletin Board began to quote our common stock in July 2005.
We
cannot assure you that an active trading market for our common stock will ever
develop. You may not be able to sell your shares quickly or at the market price
if trading in our common stock is not active.
We
anticipate our operating results will vary from quarter to quarter, which could
cause the market price of our common stock to decline.
We
anticipate that many factors, some of which are beyond our control, may cause
fluctuations in our operating results. These factors include:
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•
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new
companies or products entering our target
markets;
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•
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acceptance
and reliability of new products introduced by us or other
companies;
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•
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price
competition;
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•
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delays
in our introduction of new
products;
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•
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changes
in the mix of products and services available in our target
markets;
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•
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the
impact of changing technologies;
and
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•
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general
economic conditions.
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Fluctuations
in operating results may negatively affect the price of our securities. Our
operating results may fall below the expectations of public market analysts
or
investors. If this occurs, the market price of our common stock is likely to
decrease.
The
market price of our common stock may be volatile.
Several
factors may cause significant volatility in the market price of our common
stock, including our very short financial history and the resulting lack of
information about our operations and prospects. Additional factors that may
have
a significant impact on the market price of our common stock, some of which
we
have no control over, include:
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our
perceived value in the securities
markets;
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•
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future
announcements concerning developments affecting our business or those
of
our competitors, including the receipt of substantial orders for
products;
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•
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overall
trends in the stock market;
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•
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the
impact of changes in our results of operations, our financial condition
or
our prospects on the perception of our company in the securities
markets;
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changes
in recommendations of securities analysts;
and
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•
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sales
or purchases of substantial blocks of
stock.
|
Intellectual
property litigation by or against us could cause us to incur significant
expenses.
Our
markets are characterized by frequent litigation concerning intellectual
property rights. We expect that we will be increasingly subject to infringement
claims as the number of competitors who are developing multi-dimensional solid
and surface modeling software grows and products in different industry segments
overlap. Also, from time to time, we hire or retain employees or consultants
who
have worked for independent software vendors or other companies developing
products similar to those we offer. Prior employers of these employees may
claim
that our products are based on their products and that we have misappropriated
their intellectual property. We currently do not have liability insurance to
protect against the risk that our licensed third-party technology infringes
the
intellectual property of others. We may agree to indemnify some customers for
claims of infringement arising out of sale of our products. Any claims brought
against us relating to our intellectual property, regardless of their merit,
could seriously harm our ability to develop and market our products and manage
our day-to-day operations because the claims could:
6
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be
time consuming and costly to
defend;
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•
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divert
management’s resources and
attention;
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•
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cause
product shipment delays;
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•
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require
us to redesign our products; or
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•
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require
us to enter into costly royalty or licensing
agreements.
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Similarly,
claims that we may bring for infringement of our proprietary rights could
materially adversely affect our results of operations due to the time and money
we might have to spend pursuing these claims and the resulting diversion of
management’s resources and attention.
End-users
may pirate our software, which will decrease the amount of revenues we
earn.
Software
piracy is common within many of our target markets. We believe that a large
number of copies of our software products will be used illegally by end-users.
This would decrease our revenue and potential customer base and could have
a
material adverse effect on our results of operations.
We
are subject to risks associated with software engineering in a foreign
country.
We
currently do not have a direct ownership interest in the entity that employs
the
scientists, engineers and programmers in Ekaterinburg, Russia who represent
the
majority of our product development team. In addition, our reliance on
foreign-based programming services puts us at risk of:
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changes
in, or impositions of, legislative or regulatory requirements regarding
our products or the technology upon which they are based, in both
the
United States and Russia;
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delays
resulting from difficulties in obtaining export licenses for
technology;
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experiencing
management communication difficulties due to distance, time differences
and international communication system
failures;
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•
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imposition
of tariffs, currency restrictions, quotas and other trade
barriers;
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•
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longer
product delivery cycles and decreased efficiency in communication
among
our development team;
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•
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increased
administrative expenses and legal costs;
and
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•
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other
occurrences beyond our control, including acts of terrorism, that
may
delay or prohibit efficient communication among our development
team.
|
We
also
are subject to general risks of doing business in a foreign country, such as
civil unrest, governmental changes and restrictions on the ability to transfer
capital across borders, in connection with our international outsourced software
development relationship.
If
we are not able to rely on equity compensation to attract key talent, we may
not
be able to recruit and retain qualified
professionals.
Competition
for highly-qualified personnel, especially highly skilled software engineers
and
professionals with expertise in our industry, is intense. Our ability to grow
will require us to recruit highly-qualified professionals. Due to proposed
accounting rule changes regarding accounting treatment of stock options, we
may
be not be able to rely as much as we currently anticipate on equity compensation
in order to recruit and retain highly skilled employees. If we are unable to
recruit and retain talented employees, our business may be harmed.
Our
board of directors has broad discretion to issue preferred and common stock;
issuance of a class of stock with rights senior to our common stock may cause
the market price of our common stock to decline and issuance of additional
shares of common stock will dilute your interest in our
company.
Our
board
of directors is authorized to issue up to 150,000,000 shares of preferred stock
without any vote or action by our stockholders. The board of directors has
the
authority to issue preferred stock in one or more series and to fix the rights,
preferences, and restrictions of any series of preferred stock, including:
7
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dividend
rights and rates;
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conversion
rights;
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•
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voting
rights;
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•
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terms
of redemption;
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•
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redemption
prices;
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•
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liquidation
preferences; and
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•
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the
number of shares constituting a series or the designation of such
series.
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The
issuance of preferred stock may adversely affect the market price of our common
stock and the voting rights of the holders of common stock.
Subject
to the requirements of Delaware corporate law, our board of directors has the
discretion to issue additional shares of our common stock which may dilute
your
interest in our company.
Penny
stock sales rules may adversely affect the market price of our common
stock.
The
Securities Exchange Commission has adopted regulations that generally define
penny stock to be equity securities that have a market price of less than $5.00
per share. Designation as a penny stock imposes additional sale practice
requirements on broker/dealers that sell such securities to persons other than
established customers and institutional accredited investors. For transactions
covered by these regulations, a broker/dealer must make a special suitability
determination about the purchaser and have received the purchaser’s written
consent to the transaction prior to sale. These regulations may restrict the
ability of brokers, dealers and investors to sell our common stock.
Future
sales of shares of our common stock, including shares of common stock by our
insiders, may depress the price of our common stock.
Any
sales
of a substantial number of shares of our common stock, or the perception that
those sales might occur, may cause the market price of our common stock to
decline. We cannot assure you that, if and when our stock begins trading, our
stock price will increase, or excessive selling pressure would not adversely
affect our share price.
We
do not intend to pay dividends.
We
have
never declared or paid any cash dividends on our capital stock and do not intend
to pay cash dividends in the foreseeable future. We intend to invest our future
earnings, if any, to fund our growth. Therefore, you will not receive any
distributions with respect to your stock prior to selling it. We also cannot
assure you that you will receive a return on your investment if and when you
do
sell your shares or that you will not lose the entire amount of your investment.
8
FORWARD-LOOKING
STATEMENTS
This
prospectus includes forward-looking statements.
Forward-looking
statements are not statements of historical fact but rather reflect our current
expectations, estimates and predictions about future results and events. These
statements may use words such as
“will,”“anticipate,”“believe,”“estimate,”“expect,”“intend,”“predict,”“project”
and similar expressions as they relate to us or our management. When we make
forward-looking statements, we are basing them on our management’s beliefs and
assumptions, using information currently available to us. These forward-looking
statements are subject to risks, uncertainties and assumptions, including but
not limited to, risks, uncertainties and assumptions discussed in this
prospectus. In the future our results of operations could be affected by various
factors, including:
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general
economic or political conditions in any of the major countries in
which we
do business;
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•
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delays
in development or shipment of our products or new versions of existing
products;
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•
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difficulties
in transitions to new business models or
markets;
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•
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|
introduction
of new products by existing and new
competitors;
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•
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difficulties
in implementing strategic
alliances;
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•
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difficulties
in establishing new distribution channels;
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•
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|
inability
to attract and retain key personnel;
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•
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|
lack
of market acceptance of new products, upgrades and
services;
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•
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|
changes
in demand for multi-dimensional solid and surface modeling
software;
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•
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intellectual
property disputes and litigation;
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•
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|
industry
transitions to new business models;
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•
|
|
renegotiation
or termination of royalty or intellectual property licensing
arrangements;
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•
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changes
in accounting rules, such as expensing of stock options;
and
|
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•
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changes
in tax rates.
|
If
one or
more of these or other risks or uncertainties materialize, actual results may
vary materially from what we projected. Any forward-looking statement you read
in this prospectus reflects our current views with respect to future events
and
is subject to these and other risks, uncertainties and assumptions relating
to
our operations, results of operations, growth strategy and liquidity. All
subsequent written and oral forward-looking statements attributable to us or
individuals acting on our behalf are expressly qualified in their entirety
by
this paragraph. You should consider the factors identified in this prospectus
which would cause actual results to differ before making an investment decision.
We do not intend to update any of the forward-looking statements after the
date
of this prospectus other than as required by law.
USE
OF PROCEEDS
We
will
not receive any proceeds from the sale of up to 5,700,000 shares of common
stock
by the selling stockholders named in this prospectus.
9
SELLING
STOCKHOLDERS
The
following table sets forth the name and principal positions with us since our
formation of each selling stockholder, as well as information known to us with
respect to the number of shares of common stock beneficially owned by the
selling stockholders named below and as adjusted to give effect to the sale
of
the shares offered by this prospectus. The information in the table below is
current as of the date of this prospectus. The selling stockholders may from
time to time offer and sell pursuant to this prospectus any or all of the common
stock being registered. Unless otherwise stated below, the address of each
selling stockholder is c/o Splinex Technology Inc., 550 West Cypress Creek
Road,
Ft. Lauderdale, Florida, 33309.
We
determined beneficial ownership in accordance with rules promulgated by the
SEC,
and the information is not necessarily indicative of beneficial ownership for
any other purpose. Except as other indicated, we believe that the persons or
entities named in the following table have sole voting and investment power
with
respect to all shares of common stock as beneficially owned by them, subject
to
community property laws where applicable. To prevent dilution to the selling
stockholders, the following numbers may change because of stock splits, stock
dividends or similar events involving our common stock. The
number of shares in the column labeled “Shares Being Offered” represents all of
the shares that each selling stockholder may offer under this reoffer
prospectus. The table assumes that the selling stockholders sell all of the
shares. We are unable to determine the exact number of shares that actually
will
be sold. We do not know how long the selling stockholders will hold the shares
before selling them.
The
inclusion in the table of the individuals named therein shall not be deemed
to
be an admission that any such individuals are our “affiliates.”
This
prospectus may be amended or supplemented from time to time to add selling
stockholders to or delete the names of selling stockholders from the following
list or otherwise amend or supplement the information in the table set forth
below.
|
Name
of
Selling
Stockholder
|
Principal
Positions
with
the
Company
|
Shares
Beneficially
Owned
Prior
to
Offering
|
Shares
Being
Offered
|
Number
of
Shares
Beneficially
Owned
if All
Shares
Offered
are
Sold
|
Percentage
of
Shares
Beneficially
Owned
if All
Shares
Offered
are
Sold
|
|||||||||||
|
Michael
Stojda
|
Director,
Chief Executive Officer
|
1,122,222
|
3,900,000(1
|
)
|
0
|
0
|
||||||||||
|
Christian
Schormann
|
Vice
President- Research & Development
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250,000
|
1,250,000(2
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)
|
0
|
0
|
||||||||||
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Curtis
Wolfe
|
Director,
General Counsel & Secretary
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93,750
|
250,000(3
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)
|
0
|
0
|
||||||||||
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Gerard
Herlihy
|
Chief
Financial Officer
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112,500
|
300,000(4
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)
|
0
|
0
|
||||||||||
(1)
Includes (a) 2,000,000 shares that
may
be issued upon the exercise of an option granted to Mr. Stojda under the 2004
Plan,
(b)
1,500,000 shares that may be issued upon the exercise of an option granted
to
Mr. Stojda under the Executive 2004 Option Plan and (c) 400,000 shares of
restricted common stock granted to Mr. Stojda on January 18, 2005 under the
Executive 2004 Stock Award Plan that are subject to a lapsing right of
forfeiture. As of the date of grant of the restricted stock, the restrictions
as
to 166,667 shares lapsed. Restrictions with respect to the remaining restricted
shares lapse with respect to 33,333 shares per month.
10
(2)
Includes (a) 1,000,000 shares that may be issued upon the exercise of an option
granted to Mr. Schormann under the 2004 Plan and (b) 250,000 shares of
restricted common stock granted to Mr. Schormann on January 12, 2005 under
the
Executive 2005 Stock Award Plan that are subject to a lapsing right of
forfeiture. As of January 12, 2006, the restrictions as to 62,500 shares will
lapse and restrictions with respect to the remaining restricted shares will
lapse with respect to 5,208 shares per month thereafter.
(3)
Includes 250,000 shares subject to options granted under the 2004 Plan. These
options vest with respect to 31,250 shares per quarter.
(4)
Includes 300,000 shares subject to options granted under the 2004 Plan. These
options vest with respect to 37,500 shares per quarter.
11
PLAN
OF DISTRIBUTION
We
are
registering 5,700,000 shares on behalf of the selling stockholders named in
this
prospectus. The shares may be offered on behalf of the selling stockholders,
or
by pledgees, donees or transferees of, or other successors in interest to,
the
selling stockholders, directly to one or more purchasers (including pledgees)
or
through, brokers, dealers or underwriters who may act solely as agents or who
may acquire the shares as principals, at market prices prevailing at the time
of
sale, at prices related to such prevailing market prices, at negotiated prices,
or at fixed prices, which may be changed.
Sales
of
the shares may be effected by the selling stockholders from time to time in
one
or more types of transactions (which may include block transactions) in the
over-the-counter market, in negotiated transactions, through put or call option
transactions relating to the shares, through short sales of shares, or a
combination of such methods of sale, at fixed prices, market prices prevailing
at the time of sale, prices related to market prices, varying prices determined
at the time of sale or at negotiated prices. Such transactions may or may not
involve brokers or dealers. We are not aware of any agreements, understandings
or arrangements among the selling stockholders and any underwriters or
broker-dealers regarding the sale of their securities, nor is there an
underwriter or coordinating broker acting in connection with the proposed sale
of the shares by the selling stockholders.
The
selling stockholders and any broker-dealers that act in connection with the
sale
of the shares might be deemed to be “underwriters” within the meaning of
Section 2(11) of the Securities Act of 1933, and any commissions received
by such broker-dealers and any profit on the resale of the shares sold by them
while acting as principals might be deemed to be underwriting discounts or
commissions under the Securities Act. Because the selling stockholders may
be
deemed to be “underwriters” within the meaning of Section 2(11) of the
Securities Act, the selling stockholders will be subject to the prospectus
delivery requirements of the Securities Act. We have informed the selling
stockholders that the anti-manipulative provisions of Regulation M
promulgated under the Securities Exchange Act of 1934 may apply to their sales
in the market.
The
selling stockholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of such
Rule.
If
we are
notified by a selling stockholder that any material arrangement has been entered
into with a broker-dealer for the sale of the shares through a block trade,
special offering, exchange distribution or secondary distribution or a purchase
by a broker or dealer, we will, if required, file a supplement to this
prospectus or a post-effective amendment to the registration statement of which
this prospectus is a part, disclosing:
|
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the
name of each such selling stockholder and of the participating
broker-dealer(s);
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•
|
|
the
number of shares involved;
|
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•
|
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the
price at which such shares were
sold;
|
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•
|
|
the
commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable;
|
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•
|
|
that
such broker-dealer(s) did not conduct any investigation to verify
the
information set out or incorporated by reference in this prospectus;
and
|
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•
|
|
other
facts material to the transaction.
|
We
will
pay all costs, expenses and fees in connection with the registration of the
shares offered by the selling stockholders under this prospectus. Brokerage
commissions and similar selling expenses, if any, attributable to the sale
of
the shares will be borne by the selling stockholders.
12
LEGAL
MATTERS
The
validity of the shares of our common stock offered by this prospectus will
be
passed upon for us by Gibson, Dunn & Crutcher LLP.
EXPERTS
Kaufman,
Rossin & Co., an independent registered public accounting firm, has audited
our financial statements as of March 31, 2004 appearing in our Annual
Report on Form 10-KSB as set forth in their report dated September 30,
2004, which is incorporated by reference in this prospectus and elsewhere in
this registration statement. Our financial statements are incorporated by
reference in reliance upon Kaufman, Rossin & Co.’s report given upon the
authority of said firm as experts in accounting and auditing.
Daszkal
Bolton LLC, an independent registered public accounting firm, has audited our
financial statements as of March 31, 2005 appearing in our Annual Report
on
Form 10-KSB as set forth in their report dated June 15, 2005, which is
incorporated by reference in this prospectus and elsewhere in this registration
statement. Our financial statements are incorporated by reference in reliance
upon Daszkal Bolton LLC’s report given upon the authority of said firm as
experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
file
annual, quarterly and current reports, proxy statements and other information
with the SEC. You may read our SEC filings, including the registration statement
of which this prospectus is a part, over the Internet at the SEC’s web site at
www.sec.gov. You may also read and copy any document we file with the SEC at
its
public reference facility at 450 Fifth Street, N.W., Washington, D.C. 20549.
You
may also obtain copies of the documents at prescribed rates by writing to the
Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington,
D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference facilities. Our SEC filings are also available
to the public from commercial document retrieval services and at the web site
maintained by the SEC at www.sec.gov.
This
prospectus is part of a registration statement we have filed with the SEC.
The
registration statement that contains this prospectus, and the exhibits to the
registration statement, contain additional information about us and the shares
that may be offered under this reoffer prospectus. As allowed by the SEC rules,
this prospectus does not contain all of the information you can find in the
registration statement or the exhibits to the registration
statement.
You
may
request a free copy of any filings by writing or telephoning us at the following
address:
|
Attn.:
Secretary
|
|
550
West Cypress Creek Road
|
|
Suite 410
|
|
Fort
Lauderdale, Florida 33309 U.S.A.
|
Also,
you
may access the above filings and any future filings at www.splinex.com.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
Commission allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the Commission. The
information incorporated by reference is deemed to be part of this prospectus,
except for any information superseded by information in this prospectus.
13
The
following documents filed with the Commission are incorporated herein by
reference:
| 1. |
Our
Quarterly Report on Form 10-QSB for the fiscal quarter ended June
30,
2005, filed on August 12, 2005.
|
| 2. |
Our
Annual Report on Form 10-KSB for the fiscal year ended March 31,
2005,
filed on June 30, 2005.
|
| 3. |
The
description of our common stock set forth in our Registration Statement
on
Form 8-A filed with the Commission on January 6, 2005, together with
any
amendment or report filed with the Commission for the purpose of
updating
such description.
|
We
also
incorporate by reference additional documents that we may file with the SEC
after the date of this prospectus. These documents include periodic reports,
such as Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB and
Current Reports on Form 8-K.
Documents
incorporated by reference are available from us without charge, excluding any
exhibits to those documents unless the exhibit is specifically incorporated
by
reference as an exhibit in this prospectus. You can obtain documents
incorporated by reference in this prospectus by writing or telephoning us at
the
following address:
|
Attn.:
Secretary
|
|
550
West Cypress Creek Road
|
|
Suite 410
|
|
Fort
Lauderdale, Florida 33309 U.S.A.
|
14
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Documents by Reference
The
following documents filed by us with the Commission are incorporated by
reference in this Registration Statement:
| 1. |
Our
Quarterly Report on Form 10-QSB for the fiscal quarter ended June
30,
2005, filed on August 12, 2005.
|
| 2. |
Our
Annual Report on Form 10-KSB for the fiscal year ended March 31,
2005,
filed on June 30, 2005.
|
| 3. |
The
description of our common stock set forth in our Registration Statement
on
Form 8-A filed with the Commission on January 6, 2005, together with
any
amendment or report filed with the Commission for the purpose of
updating
such description.
|
All
documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the
Securities Exchange Act of 1934 (the “Exchange Act”) after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any
document, and 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 that also is
incorporated or deemed to be incorporated by reference herein, modifies or
supersedes such document or statement. Any such document or statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement. Subject to the foregoing,
all information appearing in this Registration Statement is qualified in its
entirety by the information appearing in the documents incorporated by
reference.
Item
4. Description
of Securities
Not
applicable.
Item
5. Interests
of Named Experts and Counsel
Not
applicable.
Item
6. Indemnification
of Directors and Officers
Article VI
of our Certificate of Incorporation provides that we will, to the full extent
permitted by Section 145 of the Delaware General Corporation Law, as
amended, from time to time (“DGCL”), indemnify all persons whom it may indemnify
pursuant thereto.
Section 145
of the DGCL grants the registrant the power to indemnify existing and former
directors, officers, employees and agents of the registrant who are sued or
threatened to be sued because they are or were directors, officers, employees
and agents of the registrant. Section 102(b)(7) of the DGCL permits
a
corporation, by so providing in its certificate of incorporation, to eliminate
or limit director’s personal liability to the corporation and its stockholders
for monetary damages arising out of certain breaches of their fiduciary duty.
Section 102(b)(7) does not authorize any limitation on the ability of
the
corporation or its stockholders to obtain injunctive relief, specific
performance or other equitable relief against directors.
Item
7. Exemption
from Registration Claimed
The
restricted securities being offered by this registration statement were issued
in reliance upon the exemption from registration under Section 4(2) of the
Securities Act relating to sales by an issuer not involving any public offering.
The restricted securities were issued in accordance with the terms of employment
agreements between us and the selling stockholders. These issuances did not
involve a public offering, advertising or general solicitation. The shares
were
issued to two persons, each of whom had a pre-existing relationship with us
as
our officers, specifically, Michael Stojda, our Chief Executive Officer and
Christian Schormann, our Vice President - Research & Development.
II-1
Item
8. Exhibits
The
following is a list of exhibits filed with this registration statement:
|
Exhibit
|
|
|
|
Number
|
|
Description
|
|
3.1
|
|
Certificate
of Incorporation of Registrant, incorporated herein by reference
to
Exhibit 3.1 of the Registration Statement on Form S-1 filed by Registrant
with the Commission, File No. 333-116817
|
|
|
|
|
|
3.2
|
|
Certificate
of Merger of Registrant, incorporated herein by reference to Exhibit
3.2
of the Registration Statement on Form S-1 filed by Registrant with
the
Commission, File No. 333-116817
|
|
|
|
|
|
3.3
|
|
Bylaws
of Registrant, incorporated herein by reference to Exhibit 3.3 of
the
Registration Statement on Form S-1 filed by Registrant with the
Commission, File No. 333-116817
|
|
|
|
|
|
5.1
|
Opinion
of Gibson, Dunn & Crutcher LLP re legality
|
|
|
23.1
|
|
Consent
of Kaufman, Rossin & Co.
|
|
|
|
|
|
23.2
|
Consent
of Daszkal Bolton LLC
|
|
|
23.3
|
Consent
of Gibson, Dunn & Crutcher LLP (included as part of Exhibit
5.1)
|
|
|
24.1
|
Power
of Attorney (included in the signature page of this Registration
Statement)
|
Item
9. Undertakings
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; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement; and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change
to
such information in this Registration Statement; provided,
however, that clauses (1)(i) and (l)(ii) shall not apply if 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 Exchange Act that are incorporated
by reference into this Registration Statement;
II-2
(2) that
for the purpose of determining any liability under the Securities Act, 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;
and
(3) to
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold upon the termination of the
offering.
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 Fort Lauderdale, State of Florida, on August 23, 2005.
| SPLINEX TECHNOLOGY INC. | ||
| |
|
|
| By: | /s/ Michael Stojda | |
|
Name: Michael Stojda |
||
| Title: President and Chief Executive Officer | ||
POWER
OF ATTORNEY
Each
person whose signature appears below on this registration statement hereby
constitutes and appoints Curtis Wolfe 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 (unless revoked in writing)
to
sign any and all amendments (including post-effective amendments thereto) to
this registration statement to which this power of attorney is attached, and
to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting to 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
connection therewith, as full 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 any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
In
accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
and
on the dates stated.
|
Signature
|
|
Title
|
|
Date
|
|
/s/
Michael Stojda
|
|
Director,
President and Chief Executive Officer (Principal Executive Officer)
|
|
August
23, 2005
|
|
Michael
Stojda
|
|
|
|
|
|
/s/
Edward Dubrovsky
|
|
Director
|
|
August
23, 2005
|
|
Edward
Dubrovsky
|
||||
|
/s/
Alexander Yarmolinsky
|
Director
|
August
23, 2005
|
||
| Alexander Yarmolinsky |
|
|
|
|
|
/s/
Gerard Herlihy
|
|
Chief
Financial Officer (Principal Financial Officer & Principal Accounting
Officer)
|
|
August
23, 2005
|
|
Gerard
Herlihy
|
||||
|
/s/
Curtis Wolfe
|
|
General
Counsel, Secretary and Director
|
|
August
23, 2005
|
|
Curtis
Wolfe
|
II-3
EXHIBIT
INDEX
|
Exhibit
|
|
|
|
Number
|
|
Description
|
|
5.1
|
Opinion
of Gibson, Dunn & Crutcher LLP re legality
|
|
|
23.1
|
|
Consent
of Kaufman, Rossin & Co.
|
|
|
|
|
|
23.2
|
Consent
of Daszkal Bolton LLC
|
II-4