Midnight Holdings Group Inc – ‘S-8’ on 1/18/00

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Redox Technology Corporation                           5     24K 
 2: EX-5        Opinion of Robert M. Overholt                          1      7K 
 3: EX-15       Letter of Wand & Ender, P.C.                           1      5K 

S-8   —   Redox Technology Corporation
Document Table of Contents

S-8
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 

ReDOX TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)

      Delaware                            55-0681106
      --------                            ----------
         (State of Jurisdiction of         (Federal Identification Number)
incorporation or organization)                                

340 North Sam Houston Parkway East, Suite #250
Houston, Texas 77060
----------------------
(Address of principal Executive Offices and principal place of business)

(281) 445-0020
(Registrant's telephone number, including area code)

N/A 
(Full Title of Plan)

Harvard Business Systems, 25 Greystone Manor, Lewis Delaware 19958-9776 
(Name and Address for Agent for Service)

(302) 645-7400
(Telephone number, including area code, of Agent for Service) 

CALCULATION OF REGISTRATION FEE 

                                                        [Enlarge/Download Table]

Title of securities   Amount to be   Proposed maximum   Proposed maximum      Amount of    
To be registered     offering price    per share       aggregate offering  registration fee
                                                              price                        
                                                                                           
Common Stock             250,000        $0.4335            $108,375.00          $28.62     

Exhibit Index appears on consecutively numbered Page 5.   

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PART II 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE 

The following documents are incorporated by reference in this       
Registrations Statement:                                                        

(a)        the Registrants latest annual report filed pursuant to Section       
13(a) or 15(d) of the Exchange Act;                       

(b)        all other reports filed pursuant to Section 15(a) in 15(d) if the    
  Exchange Act since the end of the fiscal year covered by the
 Registrant's latest annual report referred to in (a) above.

    All documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,      
prior to the filing of the post effective amendment which indicates 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 date of filing of such  
documents.                                                                      

ITEM 4. DESCRIPTION OF SECURITIES 

          This Form S-8 is being filed to register Common Stock of the Company
proposed to be issued pursuant to a Release of all claims, actions, causes of   
action and settlement of Cause No. 1999-10667 styled Larry Bell and Valery K.   
Aksamentov vs. ReDOX Technology Corporation and Richard Szymanski filed in the  
133rd Judicial District Court of Harris County, Texas. None of the issues       
raised in the described litigation involved the offer or sale of securities in  
a capital raising transaction. The Company's Articles of Incorporation, as      
amended, authorize 100,000,000 shares of Common Stock, $.00005 par value per    
share. The shares of Common Stock have no preemptive rights or other            
subscription rights, have no conversion rights and are not subject to           
redemption. All shares of Common Stock will be, when and if issued, fully paid  
and non-assessable. No personal liability will attach to the ownership of the   
Common Stock. The holders of Common Stock are entitled to one (1) vote for each 
share held. The Common Stock has non-accumulative voting rights. The holders of 
Common Stock are entitled to dividends which, and if, declared by the Board of  
Directors from funds legally available therefore, subject to any preference on  
preferred stock, if applicable, which may be outstanding. The Company has not   
paid a dividend since its incorporation. Because the Company is in the          
formative stages and will be engaged in start-up operations for the next        
several years, it is not anticipated that funds will be available for the       
issuance of dividends in the foreseeable future.                                

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.                                                                 

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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS 

   The Delaware General Corporation Law confers on a director or
officer an absolute right to indemnification for expenses, including attorney's 
fees, actually and reasonably incurred by him to the extent he is successful on 
the merits or otherwise in defense of any action, suit or proceeding. The       
Delaware General Corporation Law also entitles a director or officer to partial 
indemnification against expenses to the extent that he has been successful in   
defending any claim, issue, or matter asserted in such proceeding. The Delaware 
indemnification section further permits the corporation to indemnify officers   
and directors in circumstances where indemnification is proper under the        
circumstances. Such determination must be made by the board of directors, the   
shareholders, or independent legal counsel. Delaware law also permits a         
corporation, in its articles of incorporation, bylaws, or an agreement, to pay  
attorney's fees and other litigation expenses on behalf of a corporate official 
in advance of the final disposition of the action upon receipt of an            
undertaking by or on behalf of the corporate official to repay such expenses to 
the corporation if it is ultimately determined that he is not entitled to be    
indemnified by the corporation. The corporation may also purchase and maintain  
indemnification. The Delaware statute also provides that indemnification        
authorized by the statute is not exclusive of, but is in addition to,           
indemnification rights granted under a corporation's articles of incorporation, 
an agreement, or pursuant to a vote of shareholders or disinterested parties.   
   The foregoing discussion in indemnification merely summarizes
certain aspects of indemnification provisions and is limited by reference to    
the Delaware General Corporation law.                                           
         The Company's articles of incorporation and bylaws provide that the
Company shall indemnify its officers, directors, employees and agents to the    
extent permitted by the general Corporation Law of Delaware. It is anticipated  
that the Company will indemnify its officers, and directors to the full extent  
permitted by the General Corporation Law of Delaware. 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, I the opinion of the Securities and Exchange 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 is made (other than the payment by the Company of      
expenses incurred or paid by a director, officer or control 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 the Company is against public policy as expressed in the     
Securities act and will be governed by the final adjudication of such issue.    

ITEM 7. EXEMPTION FROM REGISTRATION 

Not Applicable.                                                                 

ITEM 8. EXHIBITS

         Copies of the following documents have been included as Exhibits to
this Registration Statement, pursuant to Item 601 of Registration S-K. The      
Index to Exhibits required by such item appears at page 6.                      

Exhibit No.                Title of Document                            
----------------------------------------------------------              
5                 Opinion of Robert M. Overholt                     
Attorney and Counselor at Law   
----------------------------------------------------------              
15                 Letter of Wand & Ender, P.C.                       
Certified Public Accountants    
----------------------------------------------------------              
23                 Consent of Robert M. Overholt                      
Attorney at Law (See Exhibit 5) 
----------------------------------------------------------              
23                 Consent of Wander & Elder, P. C.                   
(See Exhibit 15)                
----------------------------------------------------------              

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ITEM 9. UNDERTAKINGS

        The undersigned Registrant hereby undertakes that, for purposes of
determining any liabilities under the Securities Act of 1933,m each filing of   
the Registrant's annual report pursuant to Section 13(a) or 15(D) of the        
Securities Exchange Act of 1934 that is incorporated by reference in the        
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 offer thereof.         

  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling  
persons of the registrant, the registrant has been advised that in the opinion  
of the Securities and Exchange Commission such indemnification is against       
public policy as expressed in the Securities act and is therefore,              
unenforceable. In the event that a claim for ind3mnification against such       
liabilities is made (other that the payment by the Company of expenses incurred 
or paid by a 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 questions whether such indemnification by the   
Company is against public policy as expressed in the Securities Act and will be 
governed by the final adjudication of such issue.                               

SIGNATURES

         THE REGISTRANT. 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 Houston, State of Texas  
on the 31st day of December, 1999.                                              

(Registrant)  ReDox Technology Corporation                                      

By:  (Signature and Title): /s/RICHARD A. SZYMANSKI                             
           -------------------------------------
                   Richard A. Szymanski, Chief Executive Officer
            and Chairman of the Board of Directors

Pursuant to the requirements of the Securities Act of 1933, this registration   
statement has been signed by the following persons in the capacities and on the 
date indicated.                                                                 

(Signature): /s/ RICHARD A. SZYMANSKI                                           
--------------------------------------------------------
(Title):    Richard A. Szymanski, Chief Executive Officer                       
and Chairman of  the Board of Directors                 

(Date):     1-5-2000                                                            
-------------------                                             

(Signature): /s/ CLIFTON D. DOUGLAS                                             
--------------------------------------------------------
(Title):    Clifton D. Douglas, Chief Financial Officer and Director            

(Date):     1-5-2000                                                            
-------------------                                             

(Signature):  /s/ JAMES R. SCHULER                                              
--------------------------------------------------------
(Title):          James R. Schuler, Director                                    

(Date):     1-5-2000                                                            
-------------------                                             

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INDEX TO EXHIBITS                       

Exhibit No.                Title of Document                            
----------------------------------------------------------              
5                 Opinion of Robert M. Overholt                     
Attorney and Counselor at Law   
----------------------------------------------------------              
15                 Letter of Wand & Ender, P.C.                       
Certified Public Accountants    
----------------------------------------------------------              
23                 Consent of Robert M. Overholt                      
Attorney at Law (See Exhibit 5) 
----------------------------------------------------------              
23                 Consent of Wander & Elder, P. C.                   
(See Exhibit 15)                
----------------------------------------------------------              

Dates Referenced Herein   and   Documents Incorporated by Reference

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