- Securities Registration: Employee Benefit Plan (S-8)
February 12 2009 - 4:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
DIGITALFX
INTERNATIONAL, INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Florida
(State
or Other Jurisdiction of Incorporation or Organization)
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65-0358792
(I.R.S.
Employer Identification No.)
|
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3035
East Patrick Lane, Suite 9
Las
Vegas, Nevada
(Address
of Principal Executive Offices)
|
89120
(Zip
Code)
|
DigitalFX
International, Inc. 2006 Stock Incentive Plan
(Full
Title of the Plans)
Abraham
Sofer, President
DIGITALFX
INTERNATIONAL, INC.
3035
East Patrick Lane, Suite 9
Las
Vegas, Nevada 89120
(Name and
Address of Agent for Service)
(702)
938-9300
(Telephone
Number, Including Area Code, of Agent for Service)
Copies
to:
Gregory
Akselrud, Esq.
Stubbs
Alderton & Markiles, LLP
15260
Ventura Boulevard, 20
th
Floor
Sherman
Oaks, CA 91403
CALCULATION
OF REGISTRATION FEE
|
Title
of Each Class
of
Securities
To
Be Registered
|
Amount
To Be Registered (1)
|
Proposed
Maximum
Offering
Price
Per
Share (2)
|
Proposed
Maximum Aggregate Offering Price (2)
|
Amount
Of
Registration
Fee
|
|
Common
Stock, par value
$.001
per share
|
3,462,499
|
$0.11
|
$380,874.89
|
$21.25
|
|
(1)
|
Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement also covers such additional shares as
may hereinafter be offered or issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions effected without the
receipt of consideration.
|
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee pursuant to
Rule 457(h) under the Securities Act of 1933, as amended, based on a
per share price of $0.11, the average of the high and low reported sales
prices of the Registrant’s common stock on the NYSE Alternext US on
February 10, 2009.
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PURSUANT
TO GENERAL INSTRUCTION E OF FORM S-8 (“REGISTRATION OF ADDITIONAL SECURITIES”),
THE REGISTRANT HEREBY MAKES THE FOLLOWING STATEMENT:
On May
22, 2007, DigitalFX International, Inc. (the “Registrant”) filed with the
Securities and Exchange Commission a Registration Statement on Form S-8
(Registration No. 333-143156) (the “Initial Registration Statement”) relating to
shares of Common Stock to be issued pursuant to the DigitalFX International,
Inc. 2006 Stock Incentive Plan, as amended (the “Plan”). The Initial
Registration Statement is currently effective. This Registration
Statement relates to securities (a) of the same class as those to which the
Initial Registration Statement relate and (b) to be issued pursuant to the
Plan. The contents of the Initial Registration Statements are
incorporated herein by reference.
THE
FOLLOWING EXHIBITS ARE FILED AS PART OF THIS REGISTRATION
STATEMENT:
|
Exhibit
No.
|
Exhibit
Description
|
|
5.1
|
Opinion
of Jackson L. Morris, Esq.
|
|
23.1
|
Consent
of Weinberg & Company, P.A.
|
|
23.2
|
Consent
of Jackson L. Morris, Esq. (included in Exhibit
5.1).
|
|
24.1
|
Power
of Attorney (included as part of the Signature Page of this Registration
Statement).
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, 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 Las Vegas, Nevada, on February 12, 2009.
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DIGITALFX INTERNATIONAL,
INC.
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|
|
|
(Registrant)
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|
|
|
|
|
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By:
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/s/
Richard Kall
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|
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Richard
Kall
|
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Chief
Executive Officer
|
|
|
|
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|
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POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints each of Abraham
Sofer and Tracy Sperry as his or her true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him or her and his or
her name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration Statement
and to file a new registration statement under Rule 461 or Instruction E of Form
S-8 of the Securities Act of 1933, as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said 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 and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, as amended, this registration statement has been signed
below by the following persons in the capacities and on the date
indicated.
|
Signature
|
Title
|
Date
|
|
/s/ Richard Kall
Richard
Kall
|
Chairman
& Chief Executive Officer
(Principal
Executive Officer)
|
February
12, 2009
|
|
/s/ Tracy Sperry
Tracy
Sperry
|
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|
February
12, 2009
|
|
/s/ Susan Hantman
Susan
Hantman
|
Director
|
February
12, 2009
|
|
David
J. Weaver
|
Director
|
February
12, 2009
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EXHIBIT
INDEX
|
Exhibit
No.
|
Exhibit
Description
|
|
5.1
|
Opinion
of Jackson L. Morris, Esq.
|
|
23.1
|
Consent
of Weinberg & Company, P.A.
|
|
23.2
|
Consent
of Jackson L. Morris, Esq. (included in Exhibit
5.1).
|
|
24.1
|
Power
of Attorney (included as part of the Signature Page of this Registration
Statement).
|