As filed with the Securities and Exchange Commission on March 23, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
--------------------------
INTRUSION.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-1911917
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1101 East Arapaho
Richardson, Texas 75081
(Address of principle executive offices)
Registrant's telephone number including area code: (972) 234-6400
INTRUSION.COM, INC. 1995 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
Jay R. Widdig
Chief Financial Officer and Secretary
INTRUSION.COM, INC.
1101 East Arapaho
Richardson, Texas 75081
(972) 234-6400
(Name, address and telephone number, including area code, of agent for service)
Calculation of Registration Fee
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered (1) share (2) price (2) registration fee
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Common Stock, $.01
par value per share 850,000 $3.53 $3,000,500 $750.13
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(1) Pursuant to Rule 416, shares issuable upon any stock split, stock dividend
or similar transaction with respect to the shares covered hereby are also being
registered hereunder.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low sales
prices of the Common Stock of Intrusion.com, Inc. as reported on the Nasdaq
Stock Market, National Market System, on March 22, 2001.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed or to be filed by Intrusion.com, Inc.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference herein:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, which incorporates by reference the consolidated financial
statements of the Registrant and its subsidiaries and certain supplementary data
for the fiscal year ended December 31, 2000, together with the report thereon of
Ernst & Young LLP, independent auditors.
(b) The description of the Common Stock of the Registrant incorporated by
reference in its Registration Statement on Form 8-A (File No. 0-20191) which was
declared effective by the Commission on May 21, 1992, pursuant to Section 12(g)
of the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
In addition, all documents filed by the Registrant subsequent to the date of
this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the respective dates of filing of such documents.
* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act"), and the Note to
Part I of Form S-8.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation relieves its directors
from liability for monetary damages to the fullest extent permitted by Delaware
law. Section 145 of the Delaware General Corporation Law provides, in effect,
that any person made a party to any action by reason of the fact that he is or
was a director, officer, employee or agent of the Registrant may and, in certain
cases, must be indemnified by the Registrant against, in the case of a
non-derivative action, judgments, fines, amounts paid in settlement and
reasonable expenses (including attorneys' fees) incurred by him as a result of
such action, and in the case of a derivative action, against expenses (including
attorneys' fees), if in either type of action he acted in good faith and in a
manner he reasonably believed to be not opposed to the Registrant's best
interests. This indemnification does not apply, in a derivative action, to
matters as to which it is adjudged that the director, officer, employee or agent
is liable to the Registrant, unless upon court order it is determined that,
despite such adjudication of liability, but in view of all the circumstances of
the case, he is fairly and reasonably entitled to indemnity for expenses, and,
in a non-derivative action, to any criminal proceeding in which such person had
reasonable cause to believe his conduct was unlawful.
Article Six, Section 3, and Article Ten of the Registrant's Certificate of
Incorporation, as amended, provide, in general, that no director of the
Registrant shall be personally liable for monetary damages for breach of the
director's fiduciary duty as a director, except for liability for (i) any breach
of the director's duty of loyalty to the Registrant or its stockholders; (ii) an
act or omission not in good faith or an act or omission that involves
intentional misconduct or a knowing violation of law; (iii) any liability under
Section 174 of the Delaware General Corporation Law (pertaining to unlawful
payment of a dividend or an unlawful stock purchase or redemption); or (iv) a
transaction from which the director received an improper personal benefit.
Article Six of the Registrant's Bylaws, provides, in general, that the
Registrant shall indemnify its directors and officers under the circumstances
defined in Section 145 of the Delaware General Corporation Law and gives
authority to the Registrant to purchase insurance with respect to such
indemnification.
The Registrant has entered into separate Indemnity Agreements with each of its
directors and certain of its executive officers (each, an "Indemnitee"), under
which the Registrant will, upon proper request of the Indemnitee, indemnify any
Indemnitee if such Indemnitee is a party to or is threatened to be made a party
to or is otherwise involved in any third party proceedings or proceedings by or
in the right of the Registrant to procure a judgment in its favor by reason of
the fact that the Indemnitee is or was a director and/or officer of the
Registrant or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against all expenses, judgments, fines and penalties,
actually and reasonably incurred by the Indemnitee in connection with the
defense or settlement of any of such proceedings; provided that (i) in the case
of a third party proceeding, the Indemnitee acted in good faith and in a manner
which the Indemnitee reasonably believed to be in or not opposed to the best
interests of the Registrant, and in the case of a criminal proceeding, in
addition, that the Indemnitee had no reasonable cause to believe that his
conduct was unlawful, (ii) in the case of a proceeding by or in the right of the
Registrant, the Indemnitee
acted in good faith and in a manner which the Indemnitee reasonably believed to
be in or not opposed to the best interests of the Registrant and in which the
Indemnitee shall not have been adjudged to be liable to the Registrant for
negligence or misconduct in the performance of the Indemnitee's duty to the
Registrant, unless the court in which such proceeding is brought determines that
the Indemnitee is fairly and reasonably entitled to indemnity for expenses as
such court deems proper, and (iii) in the case of a proceeding by or in the
right of the Registrant, the Indemnitee is only indemnified against expenses and
not against any judgment, fines or penalties. Notwithstanding the above, the
Registrant shall indemnify an Indemnitee for all expenses incurred in connection
with any proceedings to the extent that the Indemnitee has been successful in
defense of any such proceeding, or in defense of any claim, issue or matter
therein. The Registrant will also, upon proper request of the Indemnitee, pay in
advance the expenses incurred by the Indemnitee in any of the above proceedings,
if the Indemnitee shall undertake to repay such amounts to the extent it is
determined that the Indemnitee is not entitled to indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed as Exhibits herewith pursuant to Item 601 of
Regulation S-K or are incorporated in this Registration Statement by reference
to previous filings with the Commission as noted.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
4.1 Instruments Defining Rights of Shareholders. Reference is
made to Registrant's Registration Statement on Form 8-A, as
amended, and the exhibits thereto, which are incorporated
herein by reference pursuant to Item 3(d) of this
Registration Statement.
5.1 Opinion of Brobeck, Phleger and Harrison, LLP regarding
850,000 shares of Common Stock
23.1 Consent of independent auditors
23.2 Consent of counsel (included in the opinion of Brobeck,
Phleger and Harrison, LLP, filed herewith as Exhibit 5.1)
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
99.1 Intrusion.com, Inc. 1995 Stock Option Plan, as amended
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 the
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 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
(1)(i) and (1)(ii) do 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 in the Registration Statement.
(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;
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered that remain unsold at the termination of the
offering; and
(4) 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 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 provisions described in Item 6 of this Registration Statement,
or otherwise, the Registrant has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities Act
and is therefore, unenforceable. If a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act 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 Richardson, State of Texas, on the 23rd day of March,
2001.
INTRUSION.COM, INC.
(REGISTRANT)
BY: /s/ TIMOTHY W. KINNEAR
--------------------------------------------
Timothy W. Kinnear
PRESIDENT AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
We, the below signed officers and directors of Intrusion.com, Inc.
("Registrant"), do hereby constitute and appoint Timothy W. Kinnear and Jay R.
Widdig, with full power of substitution, our true and lawful attorney and agent,
to do any and all acts and things in our names in the capacities indicated which
Timothy W. Kinnear and Jay R. Widdig may deem necessary or advisable to enable
the Registrant to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission in
connection with this Registration Statement, including specifically, but not
limited to, the power and authority to sign for us, or any of us, in our names
in the capacities indicated, and any and all amendments (including
post-effective amendments) to this Registration Statement; and we do hereby
ratify and confirm all that Timothy W. Kinnear and Jay R. Widdig shall do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ G. WARD PAXTON Chairman of the Board and Director March 23, 2001
-------------------------------
G. Ward Paxton
/s/ TIMOTHY W. KINNEAR Chief Executive Officer, President, March 23, 2001
------------------------------- (Principal Executive Officer) and
Timothy W. Kinnear Director
/s/ T. JOE HEAD Vice Chairman of the Board and March 23, 2001
------------------------------- Director
T. Joe Head
/s/ JAY R. WIDDIG Chief Financial Officer, Vice March 23, 2001
------------------------------- President, Secretary and Treasurer
Jay R. Widdig (Principal Financial and Accounting
Officer)
/s/ J. FRED BUCY, JR. Director March 23, 2001
-------------------------------
J. Fred Bucy, Jr.
/s/ GRANT A. DOVE Director March 23, 2001
-------------------------------
Grant A. Dove
/s/ DONALD M. JOHNSTON Director March 23, 2001
----------------------
Donald M. Johnston
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
4.1 Instruments Defining Rights of Shareholders. Reference is
made to Registrant's Registration Statement on Form 8-A, as
amended, and the exhibits thereto, which are incorporated
herein by reference pursuant to Item 3(d) of this
Registration Statement.
5.1 Opinion of Brobeck, Phleger and Harrison, LLP regarding
850,000 shares of Common Stock
23.1 Consent of independent auditors
23.2 Consent of counsel (included in the opinion of Brobeck,
Phleger and Harrison, LLP, filed herewith as Exhibit 5.1)
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
99.1 Intrusion.com, Inc. 1995 Stock Option Plan, as amended