AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MARCH 23, 1998
FILE NO. 0-20915
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
GEO PETROLEUM, INC.
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(Exact Name of Registrant as Specified in its Charter)
California 33-0328958
- ---------- ----------
(State or Other Jurisdiction of (IRS Employer ID No.)
Incorporation or Organization)
501 Deep Valley Drive, Suite 300
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Rolling Hills Estates, CA 90274
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(Address of Principal Executive Offices)
Geo Petroleum, Inc. 1998 Consultants' Plan
------------------------------------------
(Full Title of the Plans)
Gerald T. Raydon, Chief Executive Officer
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Geo Petroleum, Inc.
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501 Deep Valley Drive
-------------------------------
Rolling Hills Estates, CA 90274
--------------------------
(Name and Address of Agent for Service)
(310) 265-0721
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(Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
Common Stock 1,500,000 $1.00 $1,500,000 $442.50
TOTAL 1,500,000 $1.00 $1,500,000 $442.50
Pursuant to Rule 457(h)(3), this Registration covers resales of the common stock
offered hereby.
Calculated pursuant to Rule 457(h)(1) and (3) under the Securities Act of 1933,
as amended.
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;
(c) The Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended
June 30, 1997;
(d) The Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended
September 30, 1997.
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(e) 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
(f) 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 Chief Executive Officer 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
3.1 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).
3.2 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).
5.1 Opinion of Gerald T. Raydon as to the validity of the securities registered
hereunder (filed herewith).
10.1 Geo Petroleum, Inc. 1998 Consultants' Stock Plan, as adopted by the
Company's Board of Directors (filed herewith).
10.2 Agreement for Consulting Services between the Company and Sayed Consulting,
Inc. (filed herewith).
10.3 Consulting Payment Plan between the Company and Rodney C. Hill (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 Rolling
Hills Estates, State of California on March 23, 1998.
Geo Petroleum, Inc.
By: \s\ GERALD T. RAYDON
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Gerald T. Raydon
Chief Executive Officer 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 March 23, 1998
- -------------------- and Chief Executive Officer
Gerald T. Raydon (Principal Executive Officer)
\s\ LARRY R. BURROUGHS President and Director
- --------------------
Larry R. Burroughs
\s\ ALYDA L. RAYDON Director, Chief Financial March 23, 1998
- -------------------- Officer and Secretary
Alyda L. Raydon (Principal Financial and
Accounting Officer)
\s\WILLIAM J. CORCORAN Director March 23, 1998
- --------------------
William J. Corcoran
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
4.1 Articles of Incorporation of the Company, as amended
Bylaws of the Company
5.1 Opinion of Gerald T. Raydon, as to the validity of the securities registered
hereunder.
10.1 Geo Petroleum, Inc. 1998 Consultants' Stock Plan
10.2 Agreement for Consulting Services between the Company and Sayed Consulting,
Inc.
10.3 Consulting Payment Plan between the Company and Rodney C. Hill
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
EXHIBIT 10.1
GEO PETROLEUM, INC.
1998 CONSULTANTS' STOCK PLAN
WHEREAS, the Board of Directors of Geo Petroleum, Inc. (the "Corporation") has
determined that it is in the interest of the Corporation that this corporation
engage consultants for the performance of services which cannot be performed by
the employees of the Corporation; and
WHEREAS, the Corporation deems it in its best interest to cause its consultants
to accept payment for services, in part, in shares of the stock of the
Corporation, as determined by the officers of the Corporation; and
WHEREAS, the Board of this Corporation desires to institutionalize the practice
of offering stock on a limited basis in exchange for services by consultants;
NOW THEREFORE, PREMISES CONSIDERED the Board of Directors of the Corporation
does hereby formulate and adopt the Geo Petroleum, Inc. 1998 Consultants' Stock
Plan, as follows:
1. Name of Plan. This plan may be referred to as the 1998 Consultants' Stock
Plan.
2. Recommendation of Officers. From time to time, the officers of this
Corporation may recommend to the Board of Directors that certain
consultants receive shares of the common stock of the Corporation in
exchange for services, in addition to cash or other forms of remuneration.
3. Board Action. Based upon the recommendation of the officers of the
Corporation the Board shall from time to time authorize the issuance of
options to purchase shares of the common stock of this Corporation at
prices which are not less than the reported bid price for the common stock
in the market in which such stock is then traded, on the date of the
issuance of the options. In addition, based upon such recommendations, the
Board shall from time to time authorize the issuance of shares of the
common stock in exchange for services rendered to the Corporation, at
prices aforesaid.
4. Number of Shares Included. The officers of this Corporation shall not
recommend to the Board the issuance of more than 1,000,000 shares of common
stock or options to purchase that number of shares, pursuant to this plan.
No shares shall be reserved by the Corporation for issuance until
agreements for the issuance thereof to consultants have been executed by
the Corporation.
5. Permit to be obtained. Promptly after the execution of an agreement with a
consultant providing for the issuance of shares or common stock, the
Corporation shall endeavor to obtain a permit from the Commissioner of
Corporations authorizing such issuance or, if it determines that the
issuance is exempt, shall file a notice thereof with the Commissioner.
6. Issuance. Issuance of shares shall be pursuant to a written agreement with
the Consultant authorized by action of this Board.
EXHIBIT 10.2
SAYED CONSULTING, INC.
1370 S. Valley Vista Drive, Suite 125
Diamond Bar, CA 91765
Phone: 909-860-8333
Fax: 909-860-8024
AGREEMENT FOR CONSULTING SERVICES
---------------------------------
Sayed Consulting, Inc. a Nevada Corporation, ("SCI") agrees to provide GEO
Petroleum, Inc. ("Company") with the following services commencing December 4,
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 recommendations.
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 develop a marketing strategy.
3. SCI will provide the Company feedback from the investment community and
formulate steps the Company may consider taking in view of such feedback.
4. SCI personnel will be available to the Company to field any calls from firms
and brokers inquiring about the Company.
6. SCI will mail Company materials 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
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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 recommendations for maximum
efficiency in the use of promotional expenditures.
COMPENSATION:
A. Company will issue pursuant to this Registration Statement and pay to SCI
three thousand fully paid, free-trading shares of GOPL common stock per month
for its services and non-accountable expenses for the duration of the contract
payable by the tenth day of each month. SCI may request Company to reimburse
extra-ordinary expenses which may only be incurred upon advance written approval
by Company.
B. As further consideration for SCI's services, the Company shall sell to SCI up
to 500,000 shares of its stock at $2.07 per share, net of all commissions. All
sales must be completed on or before December 4, 1998, and all rights of SCI to
buy and of Geo to sell said shares shall terminate on said date. Payment for the
shares shall be made by delivery of SCI's promissory notes to Geo in amounts
equal to the aggregate value of the shares purchased from time to time, together
with security agreements executed by SCI as borrower. The notes shall be
non-recourse, secured by the stock purchased, pursuant to the terms of the said
security agreements. The stock certificates, until they are paid for in cash,
shall be subject to restrictions that they are subject to security agreements
securing a promissory note and that a forfeiture or foreclosure may be declared
in the event of non-payment of the note secured by the stock certificate.
C. Each time SCI wishes to sell any of the stock secured by the security
agreements, it shall pay to Geo $2.07 for each share to be released from the
note and security agreement. Upon receipt of such payment, Geo shall release the
shares for which payment has been made. Interest at 8.25% per annum, payable
upon the maturity date of each note, shall be payable on the notes, and shall be
deemed recourse debt. Each note shall be deemed due and payable upon the earlier
of ten days after the date of sale of the stock subject to the note and security
agreement, or December 4, 1998.
ISSUANCE, COMPLIANCE WITH LAW:
The Company will take all necessary steps and file all necessary documents with
the appropriate authorities to give effect to the above provisions concerning
compensation and shall be responsible for all costs and expenses in this
connection.
Agreed and accepted by the parties on December 4, 1997.
Geo Petroleum, Inc. Sayed Consulting, Inc.
- ---------------------------- -------------------------------
Larry R. Burroughs, P. Eng. Waseem A. Sayed, Ph. D.
President and COO President
Sayed Consulting, Inc.
EXHIBIT 10.3
CONSULTING PAYMENT PLAN
This consulting payment plan is dated as of February 1, 1997 and is between
Rodney C. Hill, A Professional Corporation, ("Consultant") and Geo Petroleum,
Inc., a California corporation, ("Geo") and is made with reference to the
following facts:
RECITALS:
A. Consultant has heretofore rendered legal services to Geo and it is expected
that Consultant shall continue to render such services in the future.
B. Geo desires that Consultant have an economic state in Geo as consideration
for services that Consultant has rendered in the past and for those which
Consultant is expected to render in the future, except those services which
relate to financing or capital raising activities of Geo.
C. Geo desires to preserve its capital and is therefore offering Consultant
the ability to exchange fees due for legal services for shares of the
common stock, no par value, of Geo.
AGREEMENT:
1. No Retainer Agreement. This agreement does not constitute an agreement for
the provision of legal services by Consultant.
2. Exchange of Fees for Shares. From time to time Geo will become indebted to
Consultant for legal fees and costs incurred in the performance of services
to Geo. During the term of this agreement, Consultant may on a monthly
basis exchange amounts due it from Geo for shares of the common stock of
Geo, no par value, on the exchange basis set forth in paragraph 3.
3. Exchange Basis. The exchange basis shall be the average bid price of the
common stock as reported on the OTC Electronic Bulletin Board during the
first five trading days of the month during which Consultant elects to
effect an exchange.
4. Excluded Items. Consultant shall not be permitted to exchange fees or costs
incurred in connection with the offer or sale of securities of Geo in a
capital raising transaction.
5. Manner of Exchange. Consultant shall provide Geo with a notice in the form
of that attached hereto as Exhibit A prior to the first day of the month
during which fees are to be exchanged for common stock. Promptly after the
calculation of the number of shares which are to be issued based upon such
notice, Geo will cause certificates for the appropriate number of shares to
be issued to Consultant.
6. Term. The term of this agreement shall be from the date hereof until
December 31, 1998.
GEO PETROLEUM, INC.
By____________________
RODNEY C. HILL, A
PROFESSIONAL CORPORATION
By_____________________
<PAGE>
EXHIBIT A TO CONSULTING
PAYMENT PLAN
NOTICE OF ELECTION
The undersigned hereby elects to exchange _______________________ dollars
($___________) of fees heretofore billed for shares of common stock of Geo
Petroleum, Inc.
The valuation date for the exchange shall be the first five trading days of the
month of _____________19_.
Very truly yours,
RODNEY C. HILL, A
PROFESSIONAL CORPORATION
By___________________________
EXHIBIT 23.1
March 23, 1998
Geo Petroleum, Inc.
501 Deep Valley Drive, Suite 300
Rolling Hills Estates, CA 90274
Re: Registration 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 1,500,000 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 1998 CONSULTANTS' STOCK PLAN (the
"PLAN"), 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 PLAN (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 1,500,000 shares of Common
Stock that may be issued and sold by the Company from time to time under the
PLAN, 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 C.E.O.
thereof, all as disclosed in the Registration Statement.
Very truly yours,
Gerald T. Raydon
Attorney for Geo Petroleum, Inc.
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1998 Consultants' Stock Plan of Geo Petroleum, Inc. of
our report dated March 28, 1997 with respect to the 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
March 20, 1998
