As filed with the Securities and Exchange Commission on October 4, 2000
Registration No. 333-
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________________________
GREAT BASIN WATER COMPANY
(Exact Name of Registrant as specified in its charter)
Nevada 86-0889096
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
2950 E. Flamingo Road, Suite F 89121
Las Vegas, NV (Zip Code)
(Address of Principal executive offices)
Compensation and Consulting Agreements
(full name of the plan)
Darryl Schuttloffel
2950 E. Flamingo Road, Ste. F
Las Vegas, NV 89121
(Name and address of agent for services)
(702) 214-8440
(Telephone number, including area code, of agent for services)
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================
Title Of Proposed Proposed
Securities Maximum Maximum Amount of
To Be Amount To Be Offering Price Aggregate Offering Amount Of
Registered Registered Per Share Price Registration Fee
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$0.001 1,500,000 (1) $0.4375 (2) $656,250 $173.25
=================================================================================================
</TABLE>
[FN]
[1] Represents shares to be issued pursuant to employment, consulting and
professional service agreements for continued services by officers, attorneys,
directors and consultants to Registrant, including services related to
acquiring new or existing water companies and utility related products,
seeking potential acquisitions with respect to Registrant's efforts to acquire
and centralize utility organizations as a holding company, and legal services
related to the preparation of a proxy statement.
[2] Pursuant to Rule 457[h], the maximum aggregate offering price (estimated
solely for the purpose of calculating the registration fee based upon the
average of the bid and asked price of the Registrant's Common Stock as of
September 29, 2000.)
PART I
INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS
The document(s) containing the information specified in this Part I will
be sent or given to employees as specified by Rule 428 (b) (1). Such
documents need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant
to Rule 424. These documents and the documents incorporated by reference in
the registration statement pursuant to Item 3 of Part II of this form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.
This Registration Statement on Form S-8 (the "Registration Statement") of
the Great Basin Water Company, a Nevada corporation, (the "Registrant") covers
1,500,000 shares of the Registrant's common stock, par value $0.001 per share
("Common Stock").
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 2. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Registrant's Second Amended Form 10-SB filed on September 19,
2000, and the Registrant's Quarterly Report on Form 10-QSB for the quarters
ended March 31, 2000 and June 30, 2000.
In addition to the foregoing, 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 indicating that all of
the securities offered hereunder have been sold or deregistering all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date
of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
that is also incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 3. Description of the Securities.
As of September 29, 2000, the Registrant has authority to issue
25,000,000 shares of common stock, at a par value of $.001 per share. The
Registrant has, as of September 29, 2000, 10,369,973 shares of common stock
outstanding. The Registrant's Articles of Incorporation provide that common
stock may be issued from time to time by the Board of Directors without action
by the stockholders. Further, the Articles of Incorporation provides that the
Board of Directors may issue stock for consideration as may be fixed by the
Board of Directors from time to time. The Registrant has not paid any
dividends on its common stock. There are no provisions, other than as may be
set forth in the Nevada Revised Statutes, that prohibit or limit the payment
of dividends. There are no provisions in the Registrant's articles or by laws
that would delay, defer or prevent a change in control of the Company.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Officers and Directors.
The Registrant's By-Laws provides that the Company will indemnify its
directors and executive officers and may indemnify its other officers,
employees, and agents to the fullest
<PAGE>
extend permitted under Nevada law. The Registrant is also empowered under its
By-Laws to enter into indemnification agreements with its directors and
officers and to purchase insurance on behalf of any person it is required or
permitted to indemnify.
The Registrant's Articles of Incorporation provide that the Company's
directors will not be personally liable to the Company or any of its
stockholders for damages for breach of the director's fiduciary duty as a
director or officer involving any act or omission of any such director or
officer. Each director will continue to be subject to liability for breach of
the director's fiduciary duties to the Company for acts and omissions that
involve intentional misconduct, fraud or a knowing violation of law, or the
payment of dividends in violation of Nevada corporate law. Further, directors
of the Company may still be held liable under any other laws, such as federal
securities laws.
Section 78.7502(1) of the Nevada Revised Statutes authorizes, in
pertinent part, corporations to indemnify, at its discretion, any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the right of the
corporation, by reason of the fact that his is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a directors, officer or employee of another corporation,
partnership, joint venture, trust or enterprise.
Further Section 78.7502(2) of the Nevada Revised Statutes authorizes, in
pertinent part, corporations to indemnify, at its discretion, any person who
is or was a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor 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 the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.
Indemnification pursuant to this section is contingent upon the director,
officer, employee or agent acting in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation.
The scope of the statutory indemnification provided for under Nevada law
extends to expenses, including attorney's fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by the director, officer,
employee or agent of the corporation.
Nevada Revised Statute 78.751 provides that a corporation may exercise
its discretion in granting such immunity by majority vote of the board of
directors, or through express provisions of a corporation's by-laws or
articles of incorporation.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
5.1 Opinion of Tad Mailander, Esq.
23.1 Consent of Russell G. Nay, CPA
23.2 Consent of Tad Mailander, Esq. (included in 5.1)
24.1 Power of Attorney (included in signature page)
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(a) 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.
(b) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement.
(c) That for the purpose of determining liability under the Securities
Act of 1933, as amended, 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 the time shall be deemed to be the
initial bona fide offering thereof.
(d) The Undersigned Registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, as amended,
each filing of the Registrant's Annual Report pursuant to Section 13(a) or
15(d) of the Securities Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated herein 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.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, 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 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 against such liabilities (other than the payment by the
Registrant of expenses paid or incurred by a director, officer or controlling
person of the Registrant in the successful defence 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 a 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
The Registrant, pursuant to the requirements of the Securities Act of
1933, as amended, 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, duly
authorized individual, in the City of Las Vegas, State of Nevada, on the 4th
day of October, 2000.
GREAT BASIN WATER COMPANY, INC.
/s/DARRYL E. SCHUTTLOFFEL
By: Darryl Schuttloffel
Title: President, Chief Executive Officer,
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Darryl Schuttloffel 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 on Form S-8, and to file the same
with all exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registration Statement has been signed by the following persons in the
capacities and dates indicated.
SIGNATURE TITLE
--------- -----
/s/ Ray E. Warren Chairman of the Board and Director
Ray E. Warren
/s/ Darryl Schuttloffel President, Chief Executive Officer, and
Darryl Schuttloffel Director
/s/ Thomas Warren Chief Financial Officer, Director
Thomas Warren
/s/ Jay Taylor Director
Jay Taylor
/s/ Ron Drake Director
Ron Drake
EXHIBIT INDEX
Exhibit Number Item
-------------- ----
5.1 Opinion of Tad Mailander, Esq.
23.1 Consent of Russell G. Nay, CPA
23.2 Consent of Tad Mailander, Esq. (included in 5.1)
24.1 Power of Attorney (included in signature page)
