AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JUNE 17, 1997
FILE NO. 0-20915
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
GEO PETROLEUM, INC.
-------------------
(Exact Name of Registrant as Specified in its Charter)
California 33-0328958
- ---------- ----------
(State or Other Jurisdiction of (IRS Employer ID No.)
Incorporation or Organization)
25660 Crenshaw Blvd., Suite 201
- -------------------------------
Torrance, California 90505
- --------------------------
(Address of Principal Executive Offices)
Geo Petroleum, Inc. 1997 Consultant's Plan
- ------------------------------------------
(Full Title of the Plans)
Gerald T. Raydon, President
- ---------------------------
Geo Petroleum, Inc.
- -------------------
25660 Crenshaw Blvd., Suite 201
- -------------------------------
Torrance, California 90505
- --------------------------
(Name and Address of Agent for Service)
(310) 539-8191
- --------------
(Telephone Number, Including Area Code, of Agent for Service)
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share<F1> Price Fee
<S> <C> <C> <C> <C>
Common Stock 125,000 $4.125<F2> $515,625 $156.25
TOTAL 125,000 $4.125<F2> $515,625 $156.25
<FN>
<F1>
Pursuant to Rule 457(h)(3) this Registration covers resales of
the common stock offered hereby.
<F2>
Calculated pursuant to Rule 457(h)(1) and (3) under the
Securities Act of 1933, as amended.
</FN)
</TABLE>
The information specified by Items 1 and 2 of Part I of Form S-8
is omitted from this filing in accordance with the provisions of
Rule 428 under the Securities Act of 1933 and the introductory
Note to Part I of Form S-8.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed with the
securities and exchange commission are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1996;
(b) The Company's Quarterly Report on Form 10-QSB for
the fiscal quarter ended March 31, 1997;
<PAGE>
(c) The description of the Company's Common Stock
contained under the caption Description of Common
Equity in its Form 10 Registration Statement
(File No. 0-20915, filed June 21, 1996); and all
amendments and reports filed for the purpose of
updating that description; and
(d) All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment
which indicates that all securities offered have
been sold or which de-registers all securities then
remaining unsold, shall be deemed to be
incorporated
herein by reference and to be part hereof from the
date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Counsel rendering an opinion in this matter is the
President and Chairman of the Board of Directors of the
Company and is the owner of approximately 46% of the Common
Stock of the Company.
Item 6. Indemnification of Directors and Officers
As permitted by California law, the bylaws of the Company
provide broad rights of indemnification to the officers and
directors of the Company. The Articles of Incorporation of
the Company provide, in part, that:
(a) The liability of directors of the corporation for
monetary damages shall be eliminated to the
fullest extent permissible under California law.
<PAGE>
(b) The corporation is authorized to provide
indemnification of agents, as defined in
Section 317 of the California Corporations Code,
through bylaw provisions, agreements with agents,
vote of shareholders or disinterested directors,
or otherwise, which indemnification may be in
excess of the indemnification otherwise permitted
by Section 317 of the California Corporations Code
with respect to actions for breaches of duty to
the corporation and its shareholders.
(c) Any amendment, repeal, or modification of any
provision of this Article V shall not adversely
affect any right or protection of an agent of this
corporation existing at the time of such amendment,
repeal or modification.
The Bylaws of the Company (Exhibit 3.2 to Form 10-SB) provide
for additional indemnification in Article 16 thereof, which is
incorporated herein by reference.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 Articles of Incorporation of the Company, as
amended (incorporated by reference to
Exhibit No. 3.1 (a - c) to the Registration
Statement on Form 10-SB, which was filed with
the Securities and Exchange Commission
under No. 0-20915).
4.2 Bylaws of the Company (incorporated by reference
to Exhibit No. 3.2 to the Registration Statement
on Form 10-SB, which was filed with the Securities
and Exchange Commission under No. 0-20915).
4.3 Consulting Agreement between the Company and
Sayed Consulting, Inc. (filed herewith).
5.1 Opinion of Gerald T. Raydon as to the validity of
the securities registered hereunder (filed
herewith).
<PAGE>
23.1 Consent of Gerald T. Raydon (set forth in the
opinion filed as Exhibit 5.1 to this Registration
Statement).
23.2 Consent of Ernst & Young, LLP (filed herewith).
Item 9. Undertakings
A. 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 of 1933; (ii) to reflect in
the prospectus any facts or events which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement; (iii) to include
any additional or changed material information
on the plan of distribution, provided, however,
that paragraphs (A)(1)(i) and (A)(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 15(d) of the
Securities Exchange Act of 1934 that are
incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
<PAGE>
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the
Securities
Act of 1933, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be deemed
to be a new registration statement relating to the
securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.
In the event that 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 Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
In accordance with 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 of filing on
Form S-8 and authorized this registration statement to be signed
on its behalf by the undersigned, in the City of Torrance, State
of California on June 17, 1997.
Geo Petroleum, Inc.
By: \s\ GERALD T. RAYDON
- ---------------------------
Gerald T. Raydon
President and Chairman of the Board
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Gerald
T. Raydon, his true and lawful attorney in fact and agent,
with full power of substitution and re-substitution, for him
and in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
commission and any state or other securities authority,
granting unto each said attorney in fact and agent full power
and authority to do and perform each and every act in person,
hereby ratifying and confirming all that said attorneys in
fact and agents, or any of them or their of his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
<PAGE>
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 indicated.
Signature Title Date
- --------- ----- -----
\s\ GERALD T. RAYDON Chairman of the Board June 14, 1997
- -------------------- and President
Gerald T. Raydon (Principal Executive Officer)
\s\ ALYDA L. RAYDON Director, Chief Financial June 14, 1997
- -------------------- Officer and Secretary
Alyda L. Raydon (Principal Financial and
Accounting Officer)
William J. Corcoran Director June 14, 1997
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
4.1 Articles of Incorporation of the Company, as amended
4.2 Bylaws of the Company
4.3 Consulting Agreement between the Company and Sayed
Consulting, Inc.
5.1 Opinion of Gerald T. Raydon, as to the validity of the
securities registered hereunder.
23.1 Consent of Gerald T. Raydon (set forth in the opinion
filed as Exhibit 5.1 to this Registration Statement).
23.2 Consent of Ernst & Young, LLP
<PAGE>
EXHIBIT 4.3
SAYED CONSULTING, INC.
14726 Ramona Avenue, Suite 410
Chino, CA 91710
Phone: (909) 393-4130
Fax: (909) 393-4725
AGREEMENT FOR CONSULTING SERVICES
---------------------------------
Sayed Consulting, Inc. a Nevada Corporation, ("SCI") agrees to
provide GEO Petroleum, Inc. ("Company") with the following
services commencing January 29, 1997 and lasting for an initial
period of twelve (12) months:
1. SCI will review and analyze all aspects of the
Company's investment funding needs and make recommendation.
2. SCI will review all of the available general
information concerning the Company, as well as all recently
published information available relating to the Company's
marketing efforts and produce a "Corporate Profile" in
brokerage style format to be approved by the Company prior to
circulation.
3. SCI will use its best efforts to get a research report
to be written on the Company.
4. SCI will provide the Company feedback from the
investment community and formulate steps the Company may
consider taking in view of such feedback.
5. SCI personnel will be available to the Company to field
any calls from firms and brokers inquiring about the Company.
6. SCI will mail "Corporate Profiles" to potential
investors on its marketing lists and any others provided by
the Company.
7. SCI will track the prospect responses and make timely
recommendations to the Company as to the timing and contents
of its future advertising projects.
<PAGE>
Sayed Consulting, Inc.
Agreement for Consulting Services
- ---------------------------------
Page 2 of 3
PROGRAM GOALS:
1. SCI expects to heighten the public awareness of the
existence and merits of the Company.
2. Networking of the brokerage community with a public
relations program to produce ongoing and amplified results for
the Company.
3. Initiate the use of the most effective methods
available for disseminating information about the Company to
the investment public.
4. Protect the interests of the Company.
5. Analyze and translate the program results to make
recommendation for maximum efficiency in the use of
promotional expenditures.
COMPENSATION:
A. Company will pay to SCI an initial set up allowance of
$5,000.00 upon signing this Agreement.
B. Company will pay to SCI $2,000.00 per month for its
non-accountable expenses for the duration of the contract
payable by the tenth day of each month. SCI will be reimbursed
all third party expenses incurred in the normal course of
business related to the dissemination of information about the
Company such as stationary, mail, courier, telephone, fax,
travel, etc. SCI may request Company to reimburse extra-
ordinary expenses which may only be incurred upon advance
written approval by Company.
C. Company will grant SCI an option to purchase up to
125,000 share of its common stock at $4.125 per share. These
options will vest proratably 10,000 options on the last day of
each 30 day period in the first eleven months of the term of
this Agreement (Example: First 10,000 options vest on
February 28, 1997), and 15,000 in the twelfth month. This
option may be exercised in whole or in part. The option
exercise price is equal to the market value of the stock on
the date hereof, January 9, 1997.
<PAGE>
Sayed Consulting, Inc.
Agreement for Consulting Services
- ---------------------------------
Page 3 of 3
TERMINATION:
Either party may terminate this contract upon thirty days
written notice, and thereupon all rights and obligations
hereunder shall terminate; provided that all services and
compensation therefor shall continue until the termination
date.
ISSUANCE, COMPLIANCE WITH LAW:
Company will take all necessary steps and file all needed
documents with the appropriate authorities in the United
States to give effect to the above option and shall be
responsible for all cost and expenses in this connection.
EXERCISE:
Company will deliver the shares underlying the option upon
SCI's written request for exercise together with payment of
the option price.
Agreed and accepted by the parties on January 9, 1997, and
effective as of January 29, 1997.
GEO Petroleum, Inc. Sayed Consulting, Inc.
/s/ GERALD T. RAYDON /s/ WASEEM A. SAYED
- ------------------------- -----------------------
Gerald T. Raydon, Waseem A. Sayed, Ph.D.
President President
<PAGE>
EXHIBIT 5.1
EXHIBIT 23.1
Geo Petroleum, Inc.
25660 Crenshaw Boulevard, Suite 201
Torrance, California 90505
Re: Registration of 120,000 shares of Common Stock pursuant
to a Registration Statement on Form S-8
Ladies and gentlemen:
I have acted as counsel for Geo Petroleum, Inc., a
California Corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a Registration Statement on
Form S-8 (the "Registration Statement"), of 125,000 shares of
Common Stock, no par value, of the Company (the "Common
Stock"), all of which shares are to be issued in connection
with the Company's consulting agreement with Sayed Consulting,
Inc. (the "Option Agreement"), as further described in the
Registration Statement.
I have made such inquiries and examined such documents as i
have considered necessary or appropriate for the purpose of
giving the opinion hereinafter set forth. I have assumed the
genuineness and authenticity of all signatures on all original
documents, the authenticity of all documents submitted to us
as originals, the conformity to originals of all documents
submitted to us as copies and the due authorization,
execution, delivery or recordation of all documents where due
authorization, execution or recordation are prerequisites to
the effectiveness thereof.
Based upon the foregoing, having regard for such legal
considerations as i deem relevant, and assuming, with respect
to the shares of Common Stock issued under the Option
Agreement (i) the availability of a sufficient number of
shares of Common Stock authorized by the Company's Articles of
Incorporation then in effect, and (ii) no change occurs in
applicable law or the pertinent facts, i am of the opinion
that the 125,000 shares of Common Stock that may be issued and
sold by the Company from time to time under the Option
Agreement, will upon issuance and delivery against payment
therefor, be duly authorized and legally issued, fully paid
and non-assessable.
<PAGE>
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement. By so consenting, I do not thereby
admit that our firm's consent is required by Section 7 of the
Securities Act. I further advise you that my wife and I are
the joint holders of approximately 46% of the outstanding
stock of the Company and I am the president thereof, all as
disclosed in the Registration Statement.
Very truly yours,
Gerald T. Raydon
Attorney for Geo Petroleum, Inc.
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 0-20915) pertaining to the 1997
Consultant's Plan of Geo Petroleum, Inc. of our report dated
March 28, 1997 with respect to the consolidated financial
statements of Geo Petroleum, Inc. included in its Annual Report
(Form 10-KSB) for the year ended December 31, 1996, filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
June 17, 1997
<PAGE>
June 16, 1997
PRIVILEGED AND CONFIDENTIAL
---------------------------
Ernst & Young LLP
2049 Century Park East
Los Angeles, CA 90067
Attention: Alex Bender
Re: Geo Petroleum, Inc.
Geo Petroleum, Inc. has requested that we update our letter
to you dated March 5, 1997 and this letter is in response to
such request. Subject to the limitations and exceptions
contained in our letter of March 5, 1997, we advise you that
there is no change in the status of the matters described
therein, save for the following. The Company has received a
notice from the attorneys representing a lessor of one of the
oil and gas leases in the Company's Vaca Tar Sands Unit
purporting to withdraw from the unit. The Company has responded
to such notice pointing out that the notice was not given within
the time parameters required by the unit agreement. Our
involvement was limited to reviewing the Company's response,
which if factually correct, would resolve the matter in favor of
the Company.
This letter is solely for the use of Ernst & Young LLP as
described in the March 5, 1997 letter.
Respectfully submitted,
Rodney C. Hill, A
Professional Corporation
By /s/ RODNEY C. HILL
-----------------------
Rodney C. Hill
