As filed with the Securities and Exchange Commission on January 4, 2000
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
Registration Statement
Under the Securities Act of 1933
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FLEETCLEAN SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Texas 76-0196431
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
P.O. Box 727 Kenneth A. Phillips
Hwy 834 East .7 miles P.O. Box 727
Hardin, Texas 77561 Hwy 834 East .7 miles
(409) 298-9835 Hardin, Texas 77561
(Address, including zip code, and (409) 298-9835
telephone number, including (Name, address, including zip code,
area code, of registrant's and telephone number, including
principal executive offices) area code, of agent for service)
Sammy Fleschler Consulting Agreement
Thomas C. Pritchard Consulting Agreement
Richard Royall Consulting Agreement
(Full Title of the Plans)
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COPY TO:
Thomas C. Pritchard
Brewer & Pritchard, P.C.
1111 Bagby, 24th Floor
Houston, Texas 77002
Phone (713) 209-2950
Fax (713) 659-2430
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT BEING OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
- -------------------------- ------------- -------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share........... 791,666 $0.07 $55,417 $15
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TOTAL $15
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</TABLE>
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
number of shares of the issuer's Common Stock registered hereunder will be
adjusted in the event of stock splits, stock dividends or similar
transactions.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h), on the basis of the high and low
prices of the Common Stock as reported by the OTC Electronic Bulletin
Board on January 3, 2000.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Fleetclean Systems, Inc. ("Company" or
"Registrant") with the Securities and Exchange Commission are incorporated in
this Form S-8 by reference:
1. The Company's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"),
or, either (i) the Company's latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended ("Securities Act") that contains
audited financial statements for the Company's latest fiscal year for which such
statements have been filed, or (ii) the Company's effective Registration
Statement on Form 10 or Form 10-SB filed under the Exchange Act containing
audited financial statements for the Company's latest fiscal year;
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (1) above; and
3. The description of the Company common stock that is contained in a
registration statement or amendment to any registration statement filed under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating the description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to the Registration Statement that indicate that all
shares of common stock offered have been sold or that deregister all of the
shares then remaining unsold, shall be deemed to be incorporated by reference in
the Registration Statement and to be a part of it from the date of filing of the
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Thomas C. Pritchard is a principal of Brewer & Pritchard, P.C. and is
to receive 266,666 shares of common stock. pursuant to this registration
statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Texas law authorizes corporations to limit or eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach of directors' fiduciary duty of care. The bylaws of
Fleetclean Systems, Inc. limit the liability of directors to Fleetclean Systems,
Inc. or its stockholders to the fullest extent permitted by Texas law.
Specifically, directors will not be personally liable for monetary damages for
breach of a director's fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the company or its
stockholders, (ii) for acts or omissions not in good faith that constitute a
breach of duty of the director to the company or an act or omission which
involves intentional misconduct or a knowing violation of law, (iii) for an act
or omission for which the liability of a director is expressly provided by an
applicable statute, or (iv) for any transaction from which the director received
an improper personal benefit, whether the benefit resulted from an action taken
within the scope of the director's office.
The inclusion of this provision in the bylaws may have the effect of
reducing the likelihood of derivative litigation against directors, and may
discourage or deter stockholders or management from bringing a lawsuit against
II-1
<PAGE>
directors for breach of their duty of care, even though such an action, if
successful, might otherwise have benefitted the company and its stockholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
- ----------- -------------------------
4.1(2) -- Common Stock Specimen
5.1(1) -- Opinion Regarding Legality
10.1(1) -- Sammy Fleschler Consulting Agreement
10.2(1) -- Thomas C. Pritchard Consulting Agreement
10.3(1) -- Richard Royall Consulting Agreement
23.1(1) -- Consent of Counsel (included in Exhibit 5.1)
23.2(1) -- Consent of McManus & Co. P.C., independent public accountants
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(1) Filed herewith.
(2) Filed previously on Form 10-SB, SEC File No. 0-27467.
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;
ii. To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high and
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective
registration statement; and
iii. To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement.
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<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (ii)
do not apply if the registration statement is on Form
S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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 offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6 above, 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.
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<PAGE>
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hardin, State of Texas, on the 22 day of December,
1999.
FLEETCLEAN SYSTEMS, INC.
By: /s/ KENNETH A. PHILLIPS
KENNETH A. PHILLIPS,
Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ KENNETH A. PHILLIPS Chairman of the Board December 22, 1999
- --------------------------------- and President,
KENNETH A. PHILLIPS
/s/ JAY G. PHILLIPS Director and Vice President December 22, 1999
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JAY G. PHILLIPS
/s/ RICHARD R. ROYALL Director December 22, 1999
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RICHARD R. ROYALL
/s/ KATHRYN M. PHILLIPS Secretary and Treasurer December 22, 1999
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KATHRYN M. PHILLIPS
/s/ JASON LAY Vice President December 22, 1999
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JASON LAY
/s/ RONALD WALLACE Vice President December 22, 1999
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RONALD WALLACE
</TABLE>
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Exhibit 5.1
December 30, 1999
Mr. Kenneth A. Phillips
P.O. Box 727
Hardin, Texas 77561
Hwy 834 East .7 miles
Re: Fleetclean Systems, Inc.
Registration Statement on Form S-8
Gentlemen:
We have represented Fleetclean Systems, Inc., a Texas corporation
("Company"), in connection with the preparation of a registration statement
filed with the Securities and Exchange Commission on Form S-8 ("Registration
Statement") relating to the proposed issuance of up to 791,666 shares ("Shares")
of the Company's common stock, par value $.001 per share ("Common Stock") issued
pursuant to certain agreements ("Plans") attached as exhibits to the
Registration Statement. In this connection, we have examined originals or copies
identified to our satisfaction of such documents, corporate and other records,
certificates, and other papers as we deemed necessary to examine for purposes of
this opinion, including but not limited to the Plans, the Certificate of
Incorporation of the Company, the Bylaws of the Company, and resolutions of the
Board of Directors of the Company.
We are of the opinion that the Shares will be, when issued pursuant to the
Plans, legally issued, fully paid and nonassessable.
We hereby consent to the filing of this Opinion as an Exhibit to the
Registration Statement.
Very truly yours,
BREWER & PRITCHARD, P.C.
[SIGNATURE OF BREWER & PRITCHARD, P.C. APPEARS HERE]
Exhibit 10.1
CONSULTING AGREEMENT
This Consulting Agreement dated December 6, 1999 ("Agreement") is by and
between, FLEETCLEAN SYSTEMS, INC., a Texas corporation ("Company") and SAMMY
FLESCHLER, an individual ("Consultant").
W I T N E S S E T H:
WHEREAS, Consultant desires to provide certain consulting services
to the Company; and
WHEREAS, the Company and Consultant desire to set forth in writing
the terms and conditions of their agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants, agreements, and considerations herein contained, the parties
hereto agree as follows:
1. ENGAGEMENT. Subject to the terms and provisions of this Agreement, the
Company hereby affirms the engagement of Consultant, as an independent
contractor, to provide general legal services.
2. COMPENSATION. For certain services performed by Consultant for the
Company, the Company will issue to Consultant 262,500 shares of common stock of
the Company pursuant to a S-8 Registration Statement.
3. STATUS REPORTS. At the Company's written request, Consultant shall
prepare and submit to the Company a written status report describing the status
of any sales of the Company Common Stock sold hereby.
4. TERM. The term of this Agreement shall commence on the date herein and
shall continue in full force and effect for a period of six months.
5. MISCELLANEOUS.
(a) ASSIGNMENT. All of the terms, provisions and conditions of this
Agreement shall be binding upon and shall inure to the benefit of and be
enforceable by the parties hereto and their respective successors and
permitted assigns. This Agreement shall not be assigned or transferred by
either party, nor shall any interest herein be assigned, transferred,
pledged or hypothecated by either party without the prior written consent
of the other party.
(b) APPLICABLE LAW. This Agreement shall be construed in accordance
with and governed by the laws of the State of Texas.
<PAGE>
(c) ENTIRE AGREEMENT, AMENDMENTS AND WAIVERS. This Agreement
constitutes the entire agreement of the parties hereto and expressly
supersedes all prior and contemporaneous understandings and commitments,
whether written or oral, with respect to the subject matter hereof. No
variations, modifications, changes or extensions of this Agreement or any
other terms hereof shall be binding upon any party hereto unless set forth
in a document duly executed by such party or an authorized agent or such
party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
FLEETCLEAN SYSTEMS, INC.
By: /s/ KENNETH A. PHILLIPS
KENNETH A. PHILLIPS, PRESIDENT
SAMMY FLESCHLER
/s/ SAMMY FLESCHLER
Exhibit 10.2
CONSULTING AGREEMENT
This Consulting Agreement dated December 6, 1999 ("Agreement") is by and
between, FLEETCLEAN SYSTEMS, INC., a Texas corporation ("Company") and THOMAS C.
PRITCHARD, an individual ("Consultant").
W I T N E S S E T H:
WHEREAS, Consultant desires to provide certain consulting services
to the Company; and
WHEREAS, the Company and Consultant desire to set forth in writing
the terms and conditions of their agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants, agreements, and considerations herein contained, the parties
hereto agree as follows:
1. ENGAGEMENT. Subject to the terms and provisions of this Agreement, the
Company hereby affirms the engagement of Consultant, as an independent
contractor, to provide general legal services.
2. COMPENSATION. For certain services performed by Consultant for the
Company, the Company will issue to Consultant 266,666 shares of common stock of
the Company pursuant to a S-8 Registration Statement.
3. STATUS REPORTS. At the Company's written request, Consultant shall
prepare and submit to the Company a written status report describing the status
of any sales of the Company Common Stock sold hereby.
4. TERM. The term of this Agreement shall commence on the date herein and
shall continue in full force and effect for a period of six months.
5. MISCELLANEOUS.
(a) ASSIGNMENT. All of the terms, provisions and conditions of this
Agreement shall be binding upon and shall inure to the benefit of and be
enforceable by the parties hereto and their respective successors and
permitted assigns. This Agreement shall not be assigned or transferred by
either party, nor shall any interest herein be assigned, transferred,
pledged or hypothecated by either party without the prior written consent
of the other party.
(b) APPLICABLE LAW. This Agreement shall be construed in accordance
with and governed by the laws of the State of Texas.
<PAGE>
(c) ENTIRE AGREEMENT, AMENDMENTS AND WAIVERS. This Agreement
constitutes the entire agreement of the parties hereto and expressly
supersedes all prior and contemporaneous understandings and commitments,
whether written or oral, with respect to the subject matter hereof. No
variations, modifications, changes or extensions of this Agreement or any
other terms hereof shall be binding upon any party hereto unless set forth
in a document duly executed by such party or an authorized agent or such
party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
FLEETCLEAN SYSTEMS, INC.
By: /s/ KENNETH A. PHILLIPS
KENNETH A. PHILLIPS, PRESIDENT
THOMAS C. PRITCHARD
/s/ THOMAS C. PRITCHARD
Exhibit 10.3
CONSULTING AGREEMENT
This Consulting Agreement dated December 6, 1999 ("Agreement") is by and
between, FLEETCLEAN SYSTEMS, INC., a Texas corporation ("Company") and RICHARD
ROYALL, an individual ("Consultant").
W I T N E S S E T H:
WHEREAS, Consultant desires to provide certain consulting services
to the Company; and
WHEREAS, the Company and Consultant desire to set forth in writing
the terms and conditions of their agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants, agreements, and considerations herein contained, the parties
hereto agree as follows:
1. ENGAGEMENT. Subject to the terms and provisions of this Agreement, the
Company hereby affirms the engagement of Consultant, as an independent
contractor, to provide general legal services.
2. COMPENSATION. For certain services performed by Consultant for the
Company, the Company will issue to Consultant 262,500 shares of common stock of
the Company pursuant to a S-8 Registration Statement.
3. STATUS REPORTS. At the Company's written request, Consultant shall
prepare and submit to the Company a written status report describing the status
of any sales of the Company Common Stock sold hereby.
4. TERM. The term of this Agreement shall commence on the date herein and
shall continue in full force and effect for a period of six months.
5. MISCELLANEOUS.
(a) ASSIGNMENT. All of the terms, provisions and conditions of this
Agreement shall be binding upon and shall inure to the benefit of and be
enforceable by the parties hereto and their respective successors and
permitted assigns. This Agreement shall not be assigned or transferred by
either party, nor shall any interest herein be assigned, transferred,
pledged or hypothecated by either party without the prior written consent
of the other party.
(b) APPLICABLE LAW. This Agreement shall be construed in accordance
with and governed by the laws of the State of Texas.
<PAGE>
(c) ENTIRE AGREEMENT, AMENDMENTS AND WAIVERS. This Agreement
constitutes the entire agreement of the parties hereto and expressly
supersedes all prior and contemporaneous understandings and commitments,
whether written or oral, with respect to the subject matter hereof. No
variations, modifications, changes or extensions of this Agreement or any
other terms hereof shall be binding upon any party hereto unless set forth
in a document duly executed by such party or an authorized agent or such
party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
FLEETCLEAN SYSTEMS, INC.
By: /s/ KENNETH A. PHILLIPS
KENNETH A. PHILLIPS, PRESIDENT
RICHARD ROYALL
/s/ RICHARD ROYALL
Exhibit 23.2
[LETTERHEAD OF MCMANUS & CO. P.C. APPEARS HERE]
Consent of Independent Public Accountants
On this fourth day of January 2000, we consent to the inclusion in this S-8
Registration Statement of our report dated February 15, 1999 on our audit of the
financial statements of Fleetclean Systems, Inc. We also consent to the
reference to our firm under the caption "Experts."
[SIGNATURE OF MCMANUS & CO. P.C. APPEARS HERE]
