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As filed with the Securities and Exchange Commission on May 19, 2000
REGISTRATION NO. 333-66845
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POWER TECHNOLOGY, INC.
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(Exact name of Registrant as specified in its charter)
NEVADA 88-0395816
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1000 WEST BONANZA ROAD, LAS VEGAS, NEVADA 89106
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(Address of principal executive offices)
STOCK COMPENSATION PLAN
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(Full title of Plan)
LEE A. BALAK, PRESIDENT
POWER TECHNOLOGY, INC.
1000 WEST BONANZA ROAD
LAS VEGAS, NEVADA 89106
(702) 382-3385
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(Name and address of agent for service)
(405) 235-2111
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(Telephone number, including area code, of agent for service)
Copies to:
STEPHEN A. ZRENDA, JR., ESQ.
STEPHEN A. ZRENDA, JR., P.C.
100 NORTH BROADWAY
SUITE 2100
OKLAHOMA CITY, OKLAHOMA 73102-8601
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Securities to be registered Registered(1) Price per share(2) Aggregate Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, 1,500,000 shares(3) $0.937 $1,405,500 $391
$.001 par value
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Securities Act"), this Registration Statement also
covers an indeterminate number of additional shares that may be issued in
connection with share splits, share dividends or similar transactions
relating to the plans/consulting agreements described herein.
(2) Estimated pursuant to Rule 457(c) under the Securities Act, solely for
the purpose of calculating the registration fee, based on the average
of the bid and asked prices of the Company's common stock as reported
within five business days prior to the date of this filing.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
*
* The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933 (the "Securities Act"). Such documents(s)
are not being filed with the Commission, but constitute (along with the
documents incorporated by reference into the Registration Statement pursuant
to Item 3 of Part II hereof) a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously or concurrently filed by the Company
with the Commission are hereby incorporated by reference into this Registration
Statement:
(a) The Company's Form 10-KSB filed by the Company (SEC File No. 0-24857)
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), for its fiscal year ended January 31, 2000.
(b) All reports to be filed pursuant to Section 13(a) or 15(d) of the
Exchange Act after the filing of the Form 10-SB Registration
Statement referred to in (a) above.
All of the above documents and documents subsequently filed by the
Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed
incorporated by reference into this Form S-8 Registration Statement and to be
a part thereof from the date of the filing of such documents. Any statement
contained in the documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or superseded for
purposes of this Form S-8 Registration Statement and the prospectus which is
a part hereof (the "Prospectus") to the extent that a statement contained
herein or therein or in any other subsequently filed document which also is,
or is deemed to be, incorporated by reference herein or therein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Form S-8 Registration Statement and the Prospectus.
All documents incorporated by reference herein will be made available to
all participants without charge, upon written or oral request. Other
documents required to be delivered to participants pursuant to Rule 428(b)(1)
under the Securities Act of 1933 are also available without charge, upon
written or oral request. All requests for documents shall be directed to:
Lee A. Balak, President
Power Technology, Inc.
1000 West Bonanza Road
Las Vegas, Nevada 89106
(702) 382-3385
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Nevada corporation. Section 78.751 of the General
Corporation Law of Nevada (the "GCL") provides authority for broad
indemnification of officers, directors, employees and agents of a corporation,
with certain specified exceptions.
The Twelfth Article of the Company's Articles of Incorporation
provides that the Company shall have the power to indemnify its directors,
officers, employees and agents to the fullest extent allowed by the GCL.
At the present time, the Company does not have any officer-director
liability insurance although permitted by Section 78.752 of the GCL, nor does
the Company have indemnification agreements with any of its directors,
officers, employees or agents.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated herein by
reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement
to: (i) include any prospectus required by Section 10(a)(3) of
the Securities Act; (ii) reflect in the prospectus any facts
or events arising after the effective date of the Registration
Statement which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement; and 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
end of the estimated maximum offering range may be selected in
the form of a prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation
of Registration" table in the
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effective registration statement; and (iii) 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, provided however, that provisions (i) and (ii) of
this undertaking are inapplicable if the information to be
filed thereunder is contained in periodic reports filed by the
Company pursuant to the Exchange Act that are incorporated by
reference into 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; and
(3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 director, officer or
controlling person 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
Company 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.
(c) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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 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.
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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 Las Vegas, State of Nevada, on May 19, 2000.
POWER TECHNOLOGY, INC.
By: /s/ Lee A. Balak, President
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Lee A. Balak, President
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<S> <C>
/s/ Lee A. Balak /s/ Alvin A. Snaper
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Lee A. Balak Alvin A. Snaper
Director, President and Chief Financial Officer Secretary, Vice President and Director
(Principal Financial and Accounting Officer)
/s/ Hugo P. Pomrehn /s/ William E. McNerney
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Hugo P. Pomrehn William E. McNerney
Director Director and Executive Vice President
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POWER TECHNOLOGY, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
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<S> <C>
EXHIBIT NO. DESCRIPTION
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5.1 Opinion of Stephen A. Zrenda, Jr., P.C.
23.1 Consent of Stephen A. Zrenda, Jr., P.C.
23.2 Consent of Brad Beckstead, C.P.A.
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EXHIBIT 5.1
STEPHEN A. ZRENDA, JR., P.C.
Telephone ATTORNEY AND COUNSELOR AT LAW Telepcopy
(405) 235-2111 1520 BANK ONE CENTER (405) 235-2157
100 NORTH BROADWAY
OKLAHOMA CITY, OKLAHOMA 73102-8601
May 18, 2000
Power Technology, Inc.
1000 West Bonanza Road
Las Vegas, Nevada 89106
Dear Sirs:
We have acted as special counsel to Power Technology, Inc. (the "Company")
to render a legal opinion regarding its Form S-8 Registration Statement to be
filed with the Securities and Exchange Commission concerning its plan to
issue its Common Stock, $.001 par value, to consultants, client, officer, and
employees of the Company and certain other persons.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, agreements, instruments and documents of the Company, certificates
of public officials and of officers of the Company, and such other
certificates, documents and records, and have made such other investigations,
as we have deemed necessary or appropriate as a basis for the opinions
hereinafter expressed. As to questions of fact material to such opinions we
have, when relevant facts were not independently established, relied upon
such certificates of public officials and of such officers, such other
certificates, documents and records, and upon the representations of such
parties. In addition, we have assumed: (i) the genuineness of all signatures
on all documents seen or reviewed by us; (ii) the authenticity of documents
submitted to us as originals, and (iii) the conformity with the original and
certified copies of all documents submitted to us as copies and the
authenticity of the originals thereof. We have also examined such matters of
law and such additional matters of fact as we consider necessary or
appropriate in connection with the opinions hereinafter expressed.
Based on and subject to the foregoing, it is our opinion that:
1. The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Nevada; and
2. Assuming the accuracy of the documents, representations and
warranties of the Company, the offer, issuance and sale of the Common Stock
of the Company to employees, consultants and certain other persons under the
terms and provisions of employment contracts, consulting agreements, and
other contracts will have been duly authorized and validly issued and will be
fully paid and nonassessable.
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The opinions expressed herein are solely for your benefit in connection
with the Form S-8 Registration Statement of the Company and may not be relied
upon in any manner or for any purpose by any other person or entity without
the prior written consent of this firm.
Very truly yours,
STEPHEN A. ZRENDA, JR., P.C.
By: /s/ Stephen A. Zrenda, Jr., Esq.
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Stephen A. Zrenda, Jr., Esq.
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EXHIBIT 23.1
CONSENT OF LEGAL COUNSEL
We hereby consent to the use of our name in the Form S-8 registration
statement of Power Technology, Inc.
Oklahoma City, Oklahoma STEPHEN A. ZRENDA, JR., P.C.
May 18, 2000
By: /s/ Stephen A. Zrenda, Jr.
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Stephen A. Zrenda, Jr.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
I hereby consent to the use in the Form S-8 Registration Statement of my
report dated May 2, 2000, relating to the consolidated financial statements
of Power Technology, Inc., which is contained therein.
/s/ Brad Beckstead
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May 18, 2000
