U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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IMERGENT, INC.
(Exact name of registrant as specified in its charter)
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Delaware 87-0591719
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(State of incorporation) (I.R.S. Employer
Identification No.)
754 EAST TECHNOLOGY AVENUE
OREM, Utah 84097
(801) 227-0004
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(Address and telephone number of registrant's principal executive offices
and principal place of business)
1998 STOCK OPTION PLAN FOR SENIOR EXECUTIVES
1999 STOCK OPTION PLAN FOR NON-EXECUTIVES
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(Full Title of the Plans)
DONALD L. DANKS
754 EAST TECHNOLOGY AVENUE
OREM, Utah 84097
(801) 227-0004
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(Name, Address and telephone number of agent for service)
Copies to:
Calculation of Registration Fee
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Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
Of Securities To Be Offering Price Aggregate Registration
To Be Registered Registered Per Share Offering Price Fee
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Common Stock, Par Value $0.001 196,351 $10.32 $2,026,342 $256.74
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The offering price per share for the selling security holders was estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457
of Regulation C. Pursuant to Rules 457(c) and (h) of the Securities Act of 1933,
as amended, the registration fee has been calculated based upon a price of
$10.32 per share, the closing price of the common stock on November 5, 2004 as
reported on the American Stock Exchange.
REGISTRATION OF ADDITIONAL SECURITIES
The number of shares of common stock to be registered as set forth
above represents the aggregate number of additional shares that are issuable
pursuant to the Registrant's 1998 Stock Option Plan for Senior Executives (the
"1998 Plan") and the 1999 Stock Option Plan for Non-Executives (the "1999
Plan"), over and above the number of shares previously registered. Of the
additional shares, 190,625 shares of common stock are issuable pursuant to the
1998 Plan and 5,726 shares of common stock are issuable pursuant to the 1999
Plan. This Registration Statement shall also cover any additional shares of
common stock which become issuable under either the 1998 Plan or the 1999 Plan
by reason of any stock dividend, stock split, recapitalization, or other similar
transaction which results in an increase in the number of outstanding shares of
common stock of the Registrant.
Reference is made to the Registrant's Registration Statement on Form
S-8 filed January 21, 2000, SEC File Number 333-95205, with respect to shares of
common stock registered under the 1998 Plan and the 1999 Plan. The contents of
such Registration Statement are hereby incorporated by reference in their
entirety.
EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Jeffrey G. Korn, esquire
23.1 Consent of Grant Thornton LLP
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, we certify that we have reasonable grounds to believe that we meet all
of the requirements of filing on Form S-8 and have authorized this registration
statement to be signed on our behalf by the undersigned, in the city of Orem,
Utah, on November 5, 2004.
IMERGENT, INC.
A Delaware Corporation
By: /s/ Donald L. Danks
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Donald L. Danks
Its: Chief Executive Officer and
Chairman of the Board of Directors
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:
/s/ Donald L. Danks November 5, 2004
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Donald L. Danks
Chief Executive Officers and
Chairman of the Board of Directors
/s/ Brandon Lewis November 5, 2004
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Brandon Lewis
Director and President
/s/ Peter Fredericks November 5, 2004
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Peter Fredericks
Director
/s/ Thomas Scheiner November 5, 2004
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Thomas Scheiner
Director
/s/ Gary Gladstein November 5, 2004
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Gary Gladstein
Director
POWER OF ATTORNEY
The persons whose signatures appears below constitute and appoint and hereby
authorize Donald L. Danks with the full power of substitution, as
attorney-in-fact, to sign in such person's behalf, individually and in his
capacity as a director, and to file any amendments, including post-effective
amendments to this Registration Statement.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacity and
on the date stated.
/s/ Brandon Lewis November 5, 2004
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Brandon Lewis
Director and President
/s/ Peter Fredericks November 5, 2004
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Peter Fredericks
Director
/s/ Thomas Scheiner November 5, 2004
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Thomas Scheiner
Director
/s/ Gary Gladstein November 5, 2004
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Gary Gladstein
Director