As filed with the Securities and Exchange Commission on
December 18, 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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PANGEA PETROLEUM CORPORATION
(Exact name of issuer as specified in its charter)
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Colorado 76-0635938
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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6776 SW Freeway, Suite 620 77074
Houston, Texas
(Address of Principal Executive Offices) (Zip Code)
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Consulting
Shares Issued For Services
(Full title of the Plan)
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Charles B. Pollock, CEO
Pangea Petroleum Corporation
6776 SW Freeway, Suite 620
Houston, Texas 77074
(Name and address of agent for service)
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(832) 242-3381
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copies to:
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Richard I. Anslow & Associates
4400 Route 9, 2nd Floor
Freehold, NJ 07728
(732) 409-1212
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Approximate date of commencement of proposed sale to the
public: Upon the effective date of this Registration
Statement.
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<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Title of maximum maximum
securities Amount Offering aggregate Amount of
to be to be price per offering registration
registered registered share(1)(2) price fee (1)
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Common Stock, 48,000 (3) $1.42 $68,256 $18.02
$.001 par value
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</TABLE>
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(1) The fee with respect to these shares has been
calculated pursuant to Rules 457(h) and 457(c) under the
Securities Act of 1933 and based upon the average of the
last price per share of the Registrant's Common Stock on
December 15, 2000, a date within five (5) days prior to
the date of filing of this Registration Statement, as
reported by the OTC Electronic Bulletin Board.
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(2) Estimated solely for the purpose of calculating
the registration fee.
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(3) This Registration Statement shall also cover any
additional shares of Common Stock which become issuable
under pursuant to this Registration Statement by reason
of any stock dividend, stock split, recapitalization or
any other similar transaction effected without the
receipt of consideration which results in an increase in
the number of the Registrant's outstanding shares of
Common Stock.
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Documents Incorporated by Reference X Yes No
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PART II
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Item 3. Incorporation of Documents by Reference.
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The following documents are incorporated by reference in
this Registration Statement and made a part hereof:
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(a) The Company's Form 8-K12g3 for Current Reports
(and all amendments thereto) and all Exhibits thereto
filed pursuant to Section 12(g) of the Exchange Act of
1934, as amended (the "1934 Act") (File No. 000-30503);
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(b) The Company's Quarterly Report on Form 10-QSB for
the quarters ended June 30, 2000 and September 30, 2000
filed pursuant to Section 15(d) of the 1934 Act.
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(c) All other documents filed by the Company after the
date of this Registration Statement under Section 13(a),
13(c), 14 and 15(d) of the 1934 Act, after the date
hereof and prior to the filing of a post-effective
amendment to the Registration Statement which indicates
that all securities offered have been sold or which de-
registers all securities then remaining in the
Registration Statement and to be part thereof from the
date of filing of such documents.
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Item 4. Description of Securities.
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Not Applicable.
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Item 5. Interest of Named Experts and Counsel.
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None.
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Item 6. Indemnification of Directors and Officers.
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The Certificate of Incorporation and By-laws of the
Company provide that the Company shall indemnify to the
fullest permitted by Colorado law any person whom it may
indemnify thereunder, including directors, officers,
employees and agents of the Company. Such
indemnification (other than as ordered by a court) shall
be made by the Company only upon a determination that
indemnification is proper in the circumstances because
the individual met the applicable standard of conduct
i.e., such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interest of the Company. Advances for such
indemnification may be made pending such determination.
Such determination shall be made by a majority vote of a
quorum consisting of disinterested directors, or by
independent legal counsel or by the stockholders. In
addition, the Certificate of Incorporation provides for
the elimination, to the extent permitted by Colorado law,
of personal liability of directors to the Company and its
stockholders for monetary damages for breach of fiduciary
duty as directors.
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Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended (the "1933 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 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 Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 of 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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Item 7. Exemption From Registration Claimed.
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Not Applicable.
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Item 8. Exhibits.
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Number Description
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4.1 Consulting Agreement between Patrick Donais and
the Company.
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5.1 Consent and Opinion of Richard I. Anslow &
Associates.
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23.1 Consent of James J. Taylor, CPA
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23.2 Consent of R. E. Bassie, CPA
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Item 9. Undertakings.
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The undersigned registrant hereby undertakes:
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(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
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(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933.
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(b) 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; and
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(c) 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 (1)(a) and (1)(b) 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 this paragraph is contained
in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in the Registration Statement.
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(2) That, for the purpose of determining any
liability under the 1933 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.
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(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.
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(4) That, for purposes of determining any liability
under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d)
of the 1934 Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the 1934 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.
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(5) To deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders
that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where
interim financial information required to be presented by
Item 310(b) of Registration S-B is not set forth in the
prospectus, to deliver, or cause to be delivered, to each
person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim
financial information.
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(6) To deliver or cause to be delivered with the
prospectus to each employee to whom the prospectus is
sent or given, a copy of the Registrant's annual report
to stockholders for its last fiscal year, unless such
employee otherwise has received a copy of such report, in
which case the registration shall state in the prospectus
that it will promptly furnish, without charge, a copy of
such report on written request of the employee. If the
last fiscal year of the Registrant has ended within 120
days prior to the use of the prospectus, the annual
report of the Registrant for the preceding fiscal year
may be so delivered, but within such 120-day period the
annual report for the last fiscal year will be furnished
to each such employee.
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(7) To transmit or cause to be transmitted to all
employees participating in the Plans who do not otherwise
receive such material as stockholders of the Registrant,
at the time and in the manner such material is sent to
its stockholders, copies of all reports, proxy statements
and other communications distributed to its stockholders
generally.
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SIGNATURES
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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, there unto duly authorized, in the City of
Houston, State of Texas, on December 18, 2000.
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PANGEA PETROLEUM CORPORATION
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BY: /s/ Charles B. Pollock
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Charles B. Pollock
Chairman and 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 on behalf of the Registrant and
in the capacities and on the dates indicated.
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Signatures Date
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/s/ Charles B. Pollock December 18, 2000
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Charles B. Pollock
Chairman and Chief Executive Officer
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/s/ David H. Lennox December 18, 2000
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David H. Lennox
President and Director
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/s/ Randall Massey December 18, 2000
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Randall Massey
Chief Operating Officer
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/s/ Karen L. Cloud December 18, 2000
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Karen L. Cloud
Secretary
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