SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WOLF INDUSTRIES INC.
_______________________
(Exact name of Registrant as specified in its charter)
NEVADA 98-017169
_________ _________
(State of Incorporation) (I.R.S. Employer ID No.)
4020 7 Street, SE, Calgary, Alberta, Canada T2G 2Y8
___________________________________________________
(Address of Principal Offices)
The Wolf Exploration Inc. 1996 Directors and Officers Stock Option Plan
_______________________________________________________________________
(Full Title of the Plan)
Pacific Corporate Services Company
7631 Bermuda Road
Las Vegas, NV 89123
(Name and address of Agent for Service)
(702) 361-3033
(Telephone number, including area code of Agent for Service)
CALCULATION OF REGISTRATION FEE
Amount of
Title of Securities Price Maximum Registration
Securities Registered Per Share Offering Fee
Common Stock (1) 1,000,000 $0.50(2) $500,000 $151.51
(1) Issuable pursuant to options granted pursuant to the plans.
(2) Estimated Price in accordance with Rule 457(h).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information related to the Wolf Exploration
Inc. 1996 Directors and Officers Stock Option Plan which is being filed as
an exhibit to this Registration Statement (the "Registration Statement")
and documents incorporated by reference in response to Item 3 of Part II of
this Registration Statement, which taken together constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933
(the "Securities Act") will be sent or given to the participant by the
Registrant as specified by Rule 428(b)(1) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
As required by this Item, the Registrant shall provide to the participant
a written statement advising them of the availability without charge, upon
written or oral request, of documents incorporated by reference in Item 3
of Part II hereof and of documents required to be delivered pursuant to
Rule 428(b) under the Securities Act. The statement shall include the
address listing the title or department and telephone number to which the
request is to be directed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents filed with the
Securities and Exchange Commission by reference in this Registration
Statement:
(a) The Registrant's Registration Statement on Form 10-SB dated June 19,
1997, and Amendments One through Five thereto. SEC File No. 0-22723.
(b) The Registrant's Quarterly Report on Form 10-QSB for the three month
period ended September 30, 1997.
(c) All other documents filed by Registrant after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15 (d) of the
Securities Exchange Act of 1934, (the Exchange Act) are incorporated by
reference herein and into the Section 10 Prospectus to be a part thereof
from the date of filing of such documents.
Item 4. Not Applicable.
Item 5. Interest of Named Experts and Counsel: Not applicable.
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Item 6. Indemnification of Officers and Directors.
Article 11 of the Company's By-laws provides that every person who was or
is a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or a person for whom he is the
legal representative is or was a director or officer of the corporation or
is or was serving at the request of the corporation or for its benefit as
a director or officer of another corporation, or as its representative in
a partnership, joint venture, trust or other enterprise, shall be
indemnified and held harmless to the fullest extent legally permissible
under the General Corporation Law of the State of Nevada against all
expenses, liability and loss (including attorney's fees, judgments, fines
and amounts paid or to be paid in settlement) reasonably incurred or
suffered by him in connection therewith.
Item 7. Exemption from Registration Claimed: Not applicable.
Item 8. Exhibits.
5.1 Opinion of Cairns, Dworkin & Chambers, P.C. regarding legality of
shares being issued.
23.1 Consent of Cairns, Dworkin & Chambers, P.C., (see Opinion).
23.2 Consent of Dick Cook Schulli, Chartered Accountants.
99.1 The Wolf Exploration Inc. 1996 Directors and Officers Stock
Option Plan.
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 the 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 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 in the Registration Statement;
(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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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 Registration
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended that are incorporated by reference into this Registration
Statement.
(2) That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement to the securities offered therein, and
the offering of such securities offered 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 any liability under the Securities Act of 1933, 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
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, 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 that matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the questions whether such
indemnification is against public policy as expressed in the 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 Calgary, Alberta, Canada on this
20th day of November, 1997.
WOLF INDUSTRIES INC.
By: /s/ Blair Coady
----------------
Blair Coady, President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated.
Date November 20, 1997
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By /s/ Blair Coady
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(Signature)
Blair Coady, Title: Director, President and Secretary
- -----------------------------------------------------------------------
(Type Name and Title)
(On behalf of the Registrant and as [Title].)
Date November 20, 1997
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By /s/ John Grove
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(Signature)
John Grove, Title: Director
- -----------------------------------------------------------------------
(Type Name and Title)
(On behalf of the Registrant and as [Title].)
Date November 20, 1997
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By /s/ James Donaldson
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(Signature)
James Donaldson, Title: Director
- ------------------------------------------------------------------------
(Type Name and Title)
(On behalf of the Registrant and as [Title].)
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EXHIBIT 5.1
CAIRNS, DWORKIN & CHAMBERS, P.C.
3900 E. MEXICO AVE.
SUITE 1300
DENVER, CO 80210
(303) 584-0990
(303) 584-0995 (FAX)
November 19, 1997
Wolf Industries Inc.
4020 7 Street, S.E.
Calgary, Alberta
CANADA T2G 2Y8
RE: Wolf Industries Inc. Registration Statement on Form S-8
Gentlemen:
You have requested our opinion as to the legality of the issuance by
Wolf Industries Inc., (the "Company") of up to 1,000,000 shares of Common
Stock (the "Shares") pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") to be filed on or before November 30, 1997.
Pursuant to your request I have reviewed and examined: (1) the
Articles of Incorporation of the Company, as amended (the "Articles"); (2)
the Bylaws of the Company, as certified by the Secretary of the Company;
(3) the minute book of the Company; (4) a copy of certain resolutions of
the Board of Directors of the Company; (5) the Registration Statement; (6)
the Company's Stock Option Plan covered by the Registration Statement; and
(7) such other matters as deemed relevant in order to issue this opinion.
Based upon the foregoing, and subject to the qualifications set forth
below, I am of the opinion that the Shares, if issued as described in the
Registration Statement will have been duly authorized, legally issued,
fully paid and non-assessable.
This opinion is furnished by me as counsel to the Company and is
solely for your benefit. Neither this opinion nor copies hereof may be
relied upon by, delivered to, or quoted in whole or in part to any
governmental agency or other person without our prior written consent. My
opinion is subject to the qualification that no opinion is expressed herein
as to the application of state securities or Blue Sky laws.
Notwithstanding the above, I consent to the use of this opinion in the
Registration Statement. In giving my consent, no concession is intended
that this Opinion comes within the category of persons whose consent is
required under Section 7 of the Securities and Exchange Commission
promulgated thereunder.
<PAGE>
Wolf Industries, Inc.
November 19, 1997
Page 2
Sincerely,
CAIRNS, DWORKIN & CHAMBERS, P.C.
/s/ Bradford J. Lam
Bradford J. Lam
EXHIBIT 23.2
DICK COOK SCHULLI
SUITE 555
999 - 8 STREET, S.W.
CALGARY, ALBERTA T2R 1J5
(403) 245-1717
(403)244-9306 (FAX)
November 19, 1997
Mr. Blair Coady
Wolf industries Inc.
4020 - 7th Street S.E.
Calgary, Alberta
T2G 2Y8
Re: Form S-8 of Wolf Industries Inc.
Dear Mr. Coady:
We consent to the inclusion in the Form S-8 of Wolf industries Inc. dated
on or about November 19, 1997 of our Audit Report dated March 20, 1997 with
respect to the financial statements of Wolf Industries Inc. as at December
31, 1996 and for the period from commencement of operations on July 10,
1996 to December 31, 1996.
We also consent to the inclusion of our Review Engagement report dated June
10, 1997 with respect to the financial statements of Wolf Industries Inc.
as at and for the period ended March 31, 1997.
Yours truly,
/s/ Dick Cook Schulli
DICK COOK SCHULLI
EXHIBIT 99.1
WOLF EXPLORATION INC.
1996 DIRECTORS AND OFFICERS
STOCK OPTION PLAN
ARTICLE 1
DEFINITIONS
As used herein, terms have the meaning hereinafter set forth unless
the contest clearly indicate the contrary:
(a) "Board" shall mean the Board of Directors of the Company;
(b) "Days" shall mean for calculation purposes the days of the week
in which the NASDAQ System conducts and is open for regular trading
activity;
(c) "Company" shall mean Wolf Exploration Inc., a Nevada
corporation;
(d) "Director" shall mean a member of the Board;
(e) "Grant" means the issuance of an Option hereunder to an Optionee
entitling such Optionee to acquire Stock on the terms and conditions set
forth in a Stock Option Agreement to be entered into with the Optionee;
(f) "Officer" shall mean an Executive Officer of the Company;
(g) "Option" shall mean the right to an Optionee to acquire Stock of
the Company pursuant to the Plan;
(h) "Optionee" shall mean an Officer of the Company, or a Director
of the Company, or an employee or consultant of the Company to whom a
Grant hereunder has been made;
(i) "Plan" shall mean the Wolf Exploration Inc., 1996 Directors and
Officers Stock Option Plan, the terms of which are herein set forth;
(j) "Stock" shall means the common stock of the Company or, in the
event the outstanding shares of stock are hereinafter changed into or
exchanged for shares of different stock or securities of the Company or
some other corporation, such other stock or securities;
(k) "Stock Option Agreement" shall mean the agreement between the
Company and an Optionee under which an Optionee may acquire Stock
pursuant tot the Plan.
ARTICLE 2
THE PLAN
2.3 NAME. The plan shall be known as the" Wolf Exploration Inc.,
1996 Directors and Officers Stock Option Plan."
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2.2 PURPOSE. The purpose of the Plan is to advance the business and
development of the Company and its shareholders by affording to the
Directors, Officers, Employees and Consultants of the Company the
opportunity to acquire a propriety interest in the Company by the grant
of Options to such persons under the terms herein set forth. By doing so,
the Company seeks to motivate, retain and attract highly competent,
highly motivated individuals to lead the Company through this critical
time in its evolution and ensure the success of the Company. The Options
to be granted hereunder are non-statutory Options.
2.3 EFFECTIVE DATE. The Plan shall become effective November 1,
1996.
2.4 TERMINATION DATE. The Plan shall terminate ten (10) years from
the date the Plan is adopted by the Board of the Company and at such time
any Options granted hereunder shall be void and of no further force or
effect.
ARTICLE 3
PARTICIPANTS
Only Executive Officers, Directors, Employees and Consultants of the
Company shall be eligible to be granted an Option under the Plan. The
Board may grant Options in accordance with such determinations as the
Board may from time to time, in its sole discretion make.
ARTICLE 4
ADMINISTRATION
4.1 The Plan shall be administrated by the Board of Directors of
the Company. Subject to the express provisions of the Plan, the Board
shall have the sole discretion and authority to determine from among
eligible persons those to whom and the time or times at which Options may
be granted and the number of shares of Stock to be subject to each
Option. Subject to the express provisions of the Plan, the Board shall
also have complete authority to interpret the Plan, to prescribe, amend
and rescind rules and regulations related to it and to determine the
details and provisions of each Stock Option Agreement and to make all
other determinations necessary or advisable in the administration of the
Plan.
4.2 RECORDS OF PROCEEDINGS. The Board shall maintain written
minutes of its actions which shall be maintained among the records of the
Company.
4.3 MAJORITY. A majority of the members of the Board shall
constitute a quorum and any action taken by a majority present at such
meeting, when properly noticed, at which a quorum is present or any
action taken without a meeting evidenced by a writing executed by all
members of the Board shall constitute the action of the Board.
4.4 COMPANY ASSISTANCE. The Company shall supply full and timely
information to the Board in all matters relating to eligible Optionees,
their status, death, retirement, disability and such other pertinent
facts as the Board may require. The Company shall furnish the Board with
such clerical and other assistance as is necessary in the performance of
its duties.
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ARTICLE 5
SHARES OF STOCK SUBJECT TO THE PLAN
5.1 LIMITATION. The number of shares of Stock which may be issued
and sold hereunder shall not exceed 1,000,000 shares.
5.2 OPTIONS GRANTED UNDER THE PLAN. Shares of Stock with respect to
which an Option is granted hereunder, but which lapses prior to exercise,
shall be considered available for grant hereunder. Therefore, if Options
granted hereunder shall terminate for any reason without being wholly
exercised, new Options may be granted hereunder covering the number of
shares to which such terminated Options related.
ARTICLE 6
OPTION PROVISIONS
6.1 OPTIONS. Each option granted hereunder shall be evidenced by
minutes of a meeting of or the written consent of the Board and by a
written Stock Option Agreement dated as of the date of grant and executed
by the Company and the Optionee, which agreement shall set forth such
terms and conditions as may be determined by the Board consistent with
the Plan.
6.2 LIMITATIONS.
(a) The maximum number of shares for which an Option or Options may
be granted under the Plan to any one Optionee shall be determined by the
Board.
(b) The Options granted hereunder are non-statutory Options which
do not satisfy the requisites of Section 422 of the Internal Revenue
Code, as amended.
6.3 OPTION PRICE. The per share Option price for the stock subject
to each Option shall be $0.50 per share or such other price as the Board
may determine.
6.4 OPTION PERIOD. Each Option granted hereunder must be granted
within ten (10) years from the effective date of the Plan.
6.5 OPTION EXERCISE.
(a) Options granted hereunder may not be exercised until and unless
the Optionee shall meet the conditions precedent established by the Board
for the Officers or Directors.
(b) Options may be exercised for the entire Option only. Optionees
may exercise their Option at any time by giving written notice to the
Company with respect to the specified Option, delivered to the Company at
its principal office together with payment in full to the Company of the
amount of the Option price for the number of shares with respect to which
the Option(s) are then being exercised.
6.6 NON-TRANSFERABILITY OF OPTION. No Option or ant right relative
thereto shall be transferred by an Optionee otherwise than by will or by
the laws of decent and distribution. During the lifetime of an Optionee,
the Option shall be exercisable only by him or her.
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<PAGE>
6.7 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT OR
DIRECTORSHIP.
(a) If the Officer, Director, Employee or Consultant's relationship
with the Company shall be terminated, with or without cause, or by the
act of the Optionee, the Optionee's right to exercise such Options shall
terminate and all rights thereafter shall cease thirty (30) days after
the date on which such person's association is terminated. Provided
however, that if the Optionee shall die or become permanently and totally
disabled while employed by or servicing as a non-employee of the Company,
as solely determined by the Board in accordance with its policies, then
either his or her personal representatives or a transferee under the
Optionee's will or pursuant to the laws of decent and distribution, or
the disabled Optionee may exercise the Option in full six (6) months from
the date of such death or disability. In the case of an Optionee's
retirement in accordance with the Company's established retirement
policy, such Option shall remain exercisable by the Optionee for one
hundred and eighty (180) days from the date of such retirement.
(b) No transfer of an Option by the Optionee by will or the laws of
decent and distribution shall be effective to bind the Company unless the
Company shall have been furnished with a written notice thereof and an
authenticated copy of the will and/or such evidence as the Committee may
deem necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and conditions
of such Option.
6.8 RIGHTS AS A SHAREHOLDER.
(a) An Optionee or a transferee of an Option shall have no rights
as a shareholder of the Company with respect to any shares subject to any
unexercised Options.
6.9 REQUIRED FILINGS. An Optionee to whom an Option is granted
under the terms of the Plan is required to file appropriate reports with
the Internal Revenue Service. As a condition of the receipt of an Option
hereunder. Optionees shall agree to make necessary filings with the
Internal Revenue Service. The Company shall assist and cooperate with
Optionees by providing the necessary information required for compliance
of this condition.
ARTICLE 7
STOCK CERTIFICATES
7.1 ISSUANCE. The Company shall issue and deliver any certificate
for shares of Stock purchased upon the exercise of any Option granted
hereunder.
7.2 TRANSFER RESTRICTIONS. The Board shall instruct the Secretary
of the Corporation to impose restrictions of the subsequent
transferability of Stock issued pursuant to Options to be granted
hereunder. The Stock of the Company to be issued pursuant to the exercise
of an Option shall have such restrictions prominently displayed as a
legend on such certificate.
ARTICLE 8
TERMINATION, AMENDMENT, OR MODIFICATION OF THE PLAN
The Board may at any time terminate the Plan, and may at any time
and from time to time and in any respect amend or modify the Plan.
Provided, however, if the Plan has been submitted to and approved by the
shareholders of the Company no such action by the Board may be taken
without approval of the majority of the shareholders of the Company
which: (a) increases the total number of shares of Stock subject to the
Plan, except as contemplated in Section 5.3 hereof; (b) changes the
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<PAGE>
manner of determining the Option price; or (c) withdraws the
administration of the Plan from the Board.
ARTICLE 9
EMPLOYMENT
9.1 EMPLOYMENT. Nothing in the Plan or any Option granted hereunder
or in any Stock Option Agreement shall confer upon a non-employee
Director or Consultant receiving such Option or Stock Option Agreement
the status as an employee of the Company. Further, nothing in the Plan or
any Option granted hereunder shall in any manner create in any Optionee
the right to continue their relationship with the Company or create any
vested interest in such relationship, including employment.
9.2 OTHER COMPENSATION PLANS. The adoption of the Plan shall ,not
effect any other stock option, incentive or other compensation plan in
effect for the Company or any of its subsidiaries, nor shall the Plan
preclude the Company or any subsidiary thereof from establishing any
other forms of incentive or other compensation for employees or non-employee
Directors or Consultants of the Company, or any subsidiary thereof.
9.3 PLAN EFFECT. The Plan shall be binding upon the successors and
assigns of the Company.
9.4 TENSE. When used herein nouns in the singular shall include the
plural.
9.5 HEADINGS OF SECTIONS ARE NOT PART OF THE PLAN. Headings of
articles and sections hereof are inserted for convenience and reference
and constitute no part of the Plan.
Wolf Exploration Inc.
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