As filed with Securities and Exchange Commission on October 15, 2003
Registration No. 333-66580
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 5
TO
FORM S-8/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NMXS.com, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 91-1287406
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
5041 INDIAN SCHOOL ROAD NE, SUITE 200, ALBUQUERQUE, NM 87110
(Address of Principal Executive Office) (Zip Code)
NMXS.com, INC.
2001 STOCK ISSUANCE PLAN
and
NMXS.com, INC.
STOCK OPTION PLAN
(Full title of the plan)
RICHARD GOVATSKI, PRESIDENT
5041 INDIAN SCHOOL ROAD NE, SUITE 200, ALBUQUERQUE, NM 87110
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(505) 255-1999
With Copies to:
Ronald N. Vance
Attorney at Law
57 West 200 South, Suite 310
Salt Lake City, UT 84101
Telephone: (801) 359-9300
Fax: (801) 359-9310
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(2) Price Fee
Common Stock 1,500,000(1) $0.165 $247,500 $23
$.001 par value
(1) 1,500,000 additional shares of common stock, $.001 par
value (the "Common Stock"), of NMXS.com, Inc. (the "Registrant")
are being registered for issuance pursuant to the NMXS.com, Inc.
2001 Stock Issuance Plan, as amended (the "2001 Stock Issuance
Plan"). These shares reflect an increase of 1,500,000 shares
authorized under the 2001 Stock Issuance Plan. In addition,
pursuant to Rule 416 under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement covers, in
addition to the number of shares stated above, an indeterminable
number of shares which may be subject to grant or otherwise
issuable after the operation of any such anti-dilution and other
provisions.
(2) This calculation is made solely for the purposes of
determining the registration fee pursuant to the provisions of
Rule 457(h) under the Securities Act, calculated on the basis of
the average of the bid and asked prices of the Common Stock as of
September 30, 2003.
EXPLANATORY NOTE
The Registrant hereby files this Post-effective Amendment
No. 5 to its Registration Statement on Form S-8 (Registration
Statement No. 333-66580) with the Securities and Exchange
Commission for the purpose of registering an additional 1,500,000
shares of Common Stock issuable pursuant to the 2001 Stock
Issuance Plan. The original Registration Statement was filed on
August 2, 2001, and amended on February 13, 2002, May 10, 2002,
February 13 ,2003 and May 12, 2003. Pursuant to General
Instruction E to Form S-8, the Registrant incorporates by
reference herein the contents of the previously filed
Registration Statement, as amended, including the information
incorporated therein by reference.
Originally, 800,000 shares of Common Stock were authorized
for issuance under the 2001 Stock Issuance Plan. Subsequently,
the plan was amended to increase the number of shares authorized
under the Plan from 800,000 to 1,600,000 shares. At a meeting of
the Board of Directors on January 9, 2003, the Registrant
approved an amendment to the 2001 Stock Issuance Plan to increase
the aggregate number of shares of common stock issuable under the
2001 Stock Issuance Plan from 1,600,000 to 2,400,000. On May 1,
2003, the Registrant approved an amendment to the plan to
increase the aggregate number of shares issuable under the plan
from 2,400,000 to 3,400,000. And on September 18, 2003, the
Registrant approved an amendment to the plan to increase the
aggregate number of shares issuable under the plan from 3,400,000
to 4,900,000. This Post-Effective Amendment No. 5 covers the
increase of 1,500,000 shares of Common Stock issuable under the
2001 Stock Issuance Plan, bringing the total number of authorized
shares under the 2001 Stock Issuance Plan to 4,900,000.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits. The following exhibits are included with this
Post-Effective Amendment:
Exhibit
No. Description Location
4.6 2001 Stock Issuance Plan, as amended
October 1, 2003 Attached
5.1 Opinion and consent of Ronald N. Vance,
P.C. with respect to legality of the
original issuance of securities being
registered Attached
23.1 Consent of Beckstead and Watts, LLP Attached
23.2 Consent of Ronald N. Vance, P.C.
(Included in Exhibit 5.1) -
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 Post-Effective Amendment No. 4 to be
signed on its behalf by the undersigned, thereunto duly
authorized in the City of Albuquerque, New Mexico, on May 1,
2003.
NMXS.com, Inc.
By /s/ Richard Govatski
Richard Govatski, President
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 4 has been signed by the
following persons in the capacities and on the dates indicated.
October 6, 2003 /s/ Richard Govatski
Richard Govatski, Director
October 6, 2003 /s/ John E. Handley
John E. Handley, Director
October 6, 2003 /s/ Teresa Dickey
Teresa Dickey, Director and
Principal Financial Officer