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As filed with the Securities and Exchange Commission on December 13, 2000
Registration No. __________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 98-0208402
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1177 WEST HASTINGS STREET, #1818, VANCOUVER, BC, CANADA V6E 2K3
(Address of Principal Executive Offices, Including Zip Code)
NON-QUALIFIED CONSULTING SERVICES AGREEMENT
(Full Title of the Plan)
G.W. NORMAN WAREHAM
BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
1177 WEST HASTINGS STREET, #1818, VANCOUVER, BC, CANADA V6E 2K3
(Name and Address of Agent for Service)
(604) 602-1717
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Michael H. Chanin, Esq.
Joseph M. Berl, Esq.
Powell, Goldstein, Frazer & Murphy LLP
1001 Pennsylvania Avenue, NW
Sixth Floor
Washington, D.C. 20004
(202) 347-0066
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CALCULATION OF REGISTRATION FEE
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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
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<S> <C> <C> <C> <C>
Common
Stock, $0.0001 120,000 $ 3.29 (2) $ 394,200 (2) $ 104.07
par value shares (1)
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(1) Representing shares to be issued granted under a Consulting Services
Agreement dated April 1, 1999 and Conversion Agreement dated December 8,
2000 (collectively, referred to herein as the "Agreements") between the
Registrant and a consultant of the Registrant (the "Consultant").
(2) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
on the basis of the average of the high and low prices of the Common
Stock on December 12, 2000 which is within five business days prior to
the date of filing.
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The purpose of this Form S-8 Registration Statement is to register
120,000 shares of Registrant's Common Stock, $0.0001 par value (the "Shares"),
for issuance under a Consulting Services Agreement dated April 1, 1999 and
Conversion Agreement dated December 8, 2000 between the Registrant and a
consultant of the Registrant (the "Consultant").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* The documents containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 will be sent or
given to the Consultant as required by Rule 428(b)(1) promulgated under
the Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
a. Registrant's Annual Report on Form 10-KSB (File No. 001-15165)
for the year ended February 29, 2000 filed on June 14, 2000.
b. All reports filed by Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since the end of the fiscal year ended February 29, 2000.
c. Registrant's Form 10-SB filed pursuant to Section 12 of the
Exchange Act containing a description of the terms, rights and
provisions of the Registrant's Common Stock, including any
amendment or report filed for the purpose of updating such
description.
In addition, 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 which indicates that 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
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law, as amended,
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at its request in such capacity in another
corporation or business association, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
the law, (iii) under Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived an improper personal
benefit.
Registrant's Certificate of Incorporation provides for the elimination
of personal liability of a director for breach of fiduciary duty as permitted by
Section 102(b)(7) of the Delaware General Corporation Law, provides for the
elimination of personal liability of a director for any injury to person or
property arising out of a tort committed by an employee of the Registrant unless
such director was personally involved in the situation giving rise to the injury
or committed a criminal offense, and provides that Registrant may indemnify its
directors and officers to the fullest extent permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
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Exhibit Number Description
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4 Instruments Defining Rights of Stockholders. Reference
is made to Registrant's Registration Statement on Form
10-SB, which is incorporated by reference in Item 3 of
this Registration Statement.
5 Opinion of Powell, Goldstein, Frazer & Murphy LLP
23(a) Consent of Davidson & Company
23(b) Consent of Powell, Goldstein, Frazer & Murphy LLP,
included in Exhibit 5.
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ITEM 9. UNDERTAKINGS
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(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, 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 Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
To include any material information with respect
to the plan of aggregate, represent a
fundamental change in the information set forth
in this Registration Statement;
(iii) distribution not previously disclosed in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
(I)(ii) above 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 Section 15(d) of the Exchange
Act that are incorporated by reference in this 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 Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in the
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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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, unless in the opinion of its counsel the matter has
been settled by controlling precedent, will 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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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Vancouver, BC, Canada on December 12, 2000.
BULLET ENVIRONMENTAL TECHNOLOGIES, INC.
By: /s/ N. Wareham
Name: G.W. Norman Wareham
Title: President, Treasurer &
Sole Director
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EXHIBIT INDEX
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Exhibits Description
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4 Instruments Defining Rights of Stockholders. Reference is made
to Registrant's Registration Statement on Form 10-SB, which is
incorporated by reference in Item 3 of this Registration
Statement.
5 Opinion of Powell, Goldstein, Frazer & Murphy LLP
23(a) Consent of Davidson & Company
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