As Filed with the Securities and
Exchange Commission on December 10, 2004
No. 33-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
QUINTEK TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 77-0505346
------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
17951 Lyons Circle
Huntington Beach, California 92647
(Address of Principal Executive Offices)
2004 Stock Bonus Plan
(Full Title of the Plans)
Copy to:
Robert Steele, CEO Gary L. Blum, Esq.
17951 Lyons Circle Law Offices of Gary L. Blum
Huntington Beach, CA 92647 3278 Wilshire Blvd., Suite 603
Telephone (714) 848-7741 Los Angeles, CA 90010
Facsimile (714) 848-7701 Telephone (213) 381-7450
(Name, Address and Telephone Facsimile (213) 384-1035
Number of Agent for Service)
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CALCULATION OF REGISTRATION FEE
Title of Securities to Amount of Shares to Proposed Maximum Proposed Maximum Amount of
be Registered be Registered (1) Offering Price Aggregate Offering Registration Fee (2)
Per Share Price (2)
---------------------- ------------------- ------------------ ------------------ --------------------
Common Stock 202,389 $0.215 $43,514 $5.51
-------------------
(1) Includes an indeterminate number of additional shares that may be issued to
adjust the number of shares issued pursuant to the stock plan described herein
as the result of any future stock split, stock dividend or similar adjustment of
the registrant's outstanding common stock.
(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating amount
of registration fee, based upon the average of the high and low prices as
reported on December 6, 2004 on the OTC Electronic Bulletin Board.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
ITEM 2. REGISTRANT INFORMATION
The information required by Items 1 and 2 of Part I are not
filed as part of this Registration Statement pursuant to the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Quintek Technologies, Inc. (the "Company"),
previously filed with the Securities and Exchange Commission, are incorporated
herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 2004;
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
above reference to the Company's Annual Report on Form 10-K.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this Registration Statement, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a part hereof
from the date of filing of such documents.
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ITEM 4. DESCRIPTION OF SECURITIES
NOT APPLICABLE.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The Law Offices of Gary L. Blum has given an opinion on the validity of
the securities being registered hereunder. Gary L. Blum, principal in the law
firm, is eligible to receive shares of the Company's common stock pursuant to
this Form S-8 registration statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation of the Company provides that the
liability of the directors of the Company shall be to the fullest extent
permitted by California law. The Articles of Incorporation also provide that the
Company may, through Bylaw provision, agreements with agents, vote of
shareholders or disinterested directors or otherwise, indemnify all of its
directors, officers, employees, and agents in excess of the indemnification
otherwise permitted by Section 317 of the California Corporations Code, subject
only to the applicable limits set forth in Section 204 of the California
Corporations Code with respect to actions for breach of duty to a corporation
and its shareholders.
The Bylaws give the Company the power to indemnify each of its
officers, directors, employees and agents, against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding arising by reason of the fact that such person is or was an
agent of the corporation, except in such case wherein the director, officer or
employee is adjudged guilty of willful malfeasance or malfeasance in the
performance of his duties; provided that in the event of a settlement the
indemnification shall apply only when the Company's board of directors approves
such settlement and reimbursement as being in the best interests of the Company.
Such indemnity extends to any person who is or was a director, officer,
employee, or other agent of the corporation; who is or was serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation or enterprise. The Company has the right to purchase and maintain
insurance on behalf of its directors, officers, and employees to implement these
indemnification provisions.
Such right to indemnification or advancement of expenses shall continue
as to a person who has ceased to be a director, officer, employee, or agent of
the corporation, and shall inure to the benefit of the heirs, executives, and
administrators of such persons. The indemnification and advancement of expenses
provided for herein shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement may be entitled under any bylaw,
agreement, vote of stockholders or of disinterested directors or otherwise.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 2004 Stock Bonus Plan
5.1 Opinion regarding legality
23.1 Consent of Law Offices of Gary L. Blum (included in
Exhibit 5.1)
23.2 Consent of Kabani and Company, Inc., Certified Public
Accountants
ITEM 9. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3)of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof), which, individually or in the
aggregate, represents a fundamental change in the information set forth
in the Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the Registration Statement is on Form
S-3 or Form S-8 and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities at the time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. The undersigned registrant undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
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C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions described under Item
6 above, or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted against the Company by such director, officer or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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 Huntington Beach, State of California on December 10,
2004.
QUINTEK TECHNOLOGIES, INC.
BY: /s/ Robert Steele
-----------------------------
Robert Steele
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
and on December 10, 2004.
SIGNATURE TITLE
---------- -----
/s/ Robert Steele Chief Executive Officer
------------------------------ and Director (Chairman)
Robert Steele
/s/ Andrew Haag Chief Financial Officer
------------------------------ and Director
Andrew Haag
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
4.1 2004 Stock Bonus Plan
5.1 Opinion of Law Offices of Gary L. Blum
23.1 Consent of Law Offices of Gary L. Blum
(included in Exhibit 5.1)
23.2 Consent of Kabani and Company, Inc.,
Certified Public Accountants
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