U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933, AS AMENDED
TRANSAX INTERNATIONAL LIMITED
(Formerly known as "Vega-Atlantic Corporation")
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(Exact name of small business issuer as specified in its charter)
COLORADO 84-1304106
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(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
7545 Irvine Center Drive
Suite 200 Spectrum Center
Irvine, California 92618
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(Address of Principal Executive Offices)
Vega-Atlantic Corporation
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(Former name, address and fiscal year, if changed since last report)
Stock Option Plan for Transax International Limited
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(Full title of the plan)
Diane D. Dalmy
Attorney at Law
8965 W. Cornell Place
Lakewood, Colorado, 80227
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(Name and address of agent for service)
303.985.9324
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(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
To be to be price offering registration
Registered Registered per share price fee
(1) (2)
Common Stock 4,500,000 $0.50 $2,250,000 $184.50
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(1)
Estimated solely for the purpose of computing the registration fee pursuant to
Rule 457(c) and (h) under the Securities Act of 1933, as amended (the
"Securities Act"). The Proposed maximum offering price per share was determined
by the Board of Directors of Transax International Limited (the "Company") and
set contractually. As of the date of this registration statement (the
"Registration Statement") 4,500,000 stock options (the "Stock Options") have
been issued by the Company under its present "Stock Option Plan" (the "Stock
Option Plan").
(2)
This Registration Statement relates to such indeterminate number of additional
shares of Common Stock of the Company as may be issuable as a result of stock
splits, stock dividends or similar transactions.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, filed with or furnished to the Securities and
Exchange Commission (the "Commission"), are incorporated in this Registration
Statement by reference:
(i) the latest annual report of the Company filed on Form 10KSB
pursuant to Sections 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act");
(ii) all other reports filed by the Company pursuant to Sections
13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the annual report on Form 10-KSB referred to
in (a) above;
(iii) the registration statement of the Company filed on Form 10-SB
pursuant to Section 12(g) of the Exchange Act; and
(iv) the description of securities which is contained in the
registration statement on Form 10-SB filed by the Company
pursuant to Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which either indicates that all securities offered have been sold or
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities being registered will be passed upon by
Diane D. Dalmy, Esq., General Counsel to the Company, of 8965 W. Cornell Place,
Lakewood, Colorado, 80227.
None of the experts named in this Registration Statement as having
prepared or certified a report, or counsel for the Company named in the
Registration Statement as having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration of offering of such securities, have or will receive in connection
with the offering a substantial interest, direct or indirect, in the Company or
its subsidiary, if any, nor was connected with the Company or its subsidiary, if
any, as a promoter, managing underwriter, voting trustee, director, officer or
employee.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The applicable laws of Colorado, the Company's Articles of
Incorporation and the Company's Bylaws permit indemnification of its directors
and officers against certain liabilities, which would include liabilities
arising under the Securities Act.
Under Section 7-109-102 of the Colorado Business Corporations Act (the
"Colorado Act") a corporation may indemnify a person made a party to a
proceeding because the person is or was a director, against liability incurred
in the proceeding. Indemnification permitted under this section in connection
with a proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.
Indemnification is only possible under this Section 7-109-102, however,
if: (a) the person conducted him/herself in good faith; and (b) the person
reasonably believed: (i) in the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation's best interests;
and (ii) in all other cases, that his or her conduct was at least not opposed to
the corporation's best interests; and (c) in the case of any criminal
proceeding, the person had no reasonable cause to believe his or her conduct was
unlawful.
It should be noted, however, that under Section 7-109-102(4), a
corporation may not indemnify a director: (i) in connection with a proceeding by
or in the right of the corporation in which the director is adjudged liable to
the corporation; or (ii) in connection with any other proceeding in which a
director is adjudged liable on the basis that he or she derived improper
personal benefit.
Under Section 7-109-103 a director is entitled to mandatory
indemnification, when he/she is wholly successful in the defense of any
proceeding to which the person was a party because the person is or was a
director, against reasonable expenses incurred in connection to the proceeding.
Under Section 7-109-105, unless restricted by a corporation's Articles
of Incorporation, a director who is or was a party to a proceeding may apply for
indemnification to a court of competent jurisdiction. The court, upon receipt of
the application, may order indemnification after giving any notice the court
considers necessary. The court, however, is limited to awarding the reasonable
expenses incurred in connection with the proceeding and reasonable expenses
incurred to obtain court-ordered indemnification.
Under Section 7-109-107, unless restricted by the corporation's
Articles of Incorporation, an officer of a corporation is also entitled to
mandatory indemnification and to apply for court-ordered indemnification to the
same extent as a director.
A corporation may also indemnify an officer, employee, fiduciary or
agent of the corporation to the same extent as a director.
Under Section 7-109-108 a corporation may purchase and maintain
insurance on behalf of a person who is or was a director, officer, employee,
fiduciary or agent of the corporation against liability asserted against or
incurred by the person in that capacity, whether or not the corporation would
have the power to indemnify such person against the same liability under other
sections of the Colorado Act.
The officers and directors of the Company are accountable to the
shareholders of the Company as fiduciaries, which means such officers and
directors are required to exercise good faith and integrity in handling the
Company's affairs.
A shareholder may be able to institute legal action on behalf of
himself and all other similarly situated shareholders to recover damages where
the Company has failed or refused to observe the law. Shareholders may, subject
to applicable rules of civil procedure, be able to bring a class action or
derivative suit to enforce their rights, including rights under certain federal
and state securities laws and regulations. Shareholders who have suffered losses
in connection with the purchase or sale of their interest in the Company due to
a breach of a fiduciary duty by an officer or director of the Company in
connection with such sale or purchase including, but not limited to, the
misapplication by any such officer or director of the proceeds from the sale of
any securities, may be able to recover such losses from the Company.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised 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 or 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.
The Company has no agreements with any of its directors or executive
officers providing for indemnification of any such persons with respect to
liability arising out of their capacity or status as officers and directors.
At present, there is no pending litigation or proceeding involving a
director or executive officers of the Company as to which indemnification is
being sought.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
In the event certain Stock Options issued under the Company's Stock
Option Plan are not registered pursuant to this Registration Statement, the
shares of Common Stock to be issued pursuant to an exercise of such Stock Option
shall be issued in reliance upon the exemption from the registration
requirements of the Securities Act, contained in Section 4(2) thereof, covering
transactions not involving any public offering or not involving any "offer" or
"sale".
In such event each optionee, as a condition of exercise, shall
represent, warrant and agree in a form of written certificate approved by the
Company that: (a) all shares of Common Stock are being acquired solely for his
own account and not on behalf of any other person or entity; (b) no shares of
Common Stock will be sold or otherwise distributed in violation of the
Securities Act or any other applicable federal or state securities laws; and (c)
if he is subject to reporting requirements under Section 16(a) of the Exchange
Act, he will: (i) furnish the Company with a copy of each Form 4 filed by him;
(ii) timely file all reports required under the federal securities laws; and
(iii) he will report all sales of shares of Common Stock to the Company in
writing.
ITEM 8. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement:
5.1 Opinion of Diane D. Dalmy, as counsel to the Company, regarding the
legality of the securities being registered.
23.1 Consent of Diane D. Dalmy, as counsel to the Company, included in
the Opinion as exhibit 5.1.
23.2 Consent of LaBonte & Co. as independent public accountants.
99.1 Stock Option Plan.
ITEM 9. UNDERTAKINGS.
The undersigned Company (herein also the "Registrant") hereby
undertakes to deliver or cause to be delivered with this Registration Statement
to each employee to whom the Registration Statement is sent or given a copy of
the Registrant's annual report to stockholders for its last fiscal year, unless
such employee otherwise has received a copy of such report, in which case the
Registrant shall state in the Registration Statement that it will promptly
furnish, without charge, a copy of such report on written request of the
employee.
The undersigned Registrant hereby undertakes to transmit or cause to be
transmitted to all employees participating in the Stock Option Plan who do not
otherwise receive such material as stockholders of the Registrant, at the time
and in the manner such material is sent to its shareholders, copies of all
reports, proxy statements and other communications distributed to its
shareholders generally.
The undersigned Registrant hereby undertakes: (a) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement, if applicable, to include any material information
with respect to the Stock Option Plan or distribution not previously disclosed
in the Registration Statement or any material change to such information in the
Registration Statement; (b) 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 (c) 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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 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 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 Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense or 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES.
Pursuant to the requirements of the Securities Act, 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 Vancouver, Province of British Columbia, on August
26, 2003.
TRANSAX INTERNATIONAL LIMITED
By: /s/ STEPHEN WALTERS
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Stephen Walters, President and CEO
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following person in the capacity and on the
date indicated.
Signature Title Date
/s/ STEPHEN WALTERS Director August 26, 2003
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Stephen Walters
/s/ GRANT ATKINS Director August 26, 2003
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Grant Atkins