SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TRINITY ENERGY RESOURCES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 87-0431497
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(STATE OF INCORPORATION) (I.R.S. EMPLOYER I.D. NO.)
16420 Park Ten Place, Suite 450 Houston, Texas 77084
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Compensation Plan for Certain Former Employees and Consultants
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(FULL TITLE OF THE PLAN)
Dennis E. Hedke, Interim President
16420 Park Ten Place, Suite 450
Houston, Texas 77084
(281) 829-9910
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(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF OFFERING AGGREGATE
SECURITIES TO BE AMOUNT TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT PRICE(1) FEE
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Common Stock 2,000,000 $.08 160,000 $42.24
$.001 par value
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(1) The Offering Price is used solely for purposes of estimating the
registration fee pursuant to Rule 457(c) and by Rule 457(h), computed upon
The basis of the average of the bid and asked price of the securities of
the same class as of December 15, 2000.
<PAGE>
PART 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Trinity Energy Resources, Inc. ("The Company", "we", "us" or the "Registrant" is
offering a total of 2,000,000 shares of its Common Stock to certain former
employees and consultants for employment and services previously rendered, or to
be rendered. The issuance of shares is being made pursuant to the Special
Compensation Plan for Certain Former Employees and Consultants (the "Plan")
adopted by the Board of Directors on December 15, 2000. The 2,000,000 shares
will cover the costs of previously rendered services as well as ongoing services
to the Company. Each former employee and consultant has agreed to accept shares
under the Plan in lieu of a cash payment for its services. The shares issued
hereunder will not be subject to any resale restrictions. The Plan is not
qualified under ERISA, nor is this Plan qualified under Section 401(a) of the
Internal Revenue Code.
There are no ongoing reporting obligations of former employees or consultants,
nor are there any ongoing contributions from the Registrant. The purpose of this
Registration of securities on Form S-8 is to compensate former employees and
other individuals and/or entities that have performed and continue to perform
consulting services to the Registrant. The Board has authorized this
registration and written the Plan to satisfy present and future compensation
obligations to former employees and consultants. This registration is limited to
2,000,000 shares.
The former employees and consultants eligible for shares under the Plan have
performed, or will perform in the future, services or activities for which
shares may be issued under a Form S-8. Former employees and consultants may
contact John Mahoney, the Plan Administrator and Vice President of the
Registrant, with any questions at (281) 829-9910.
Item 2. Registrant Information and Annual Information on the Plan
In addition to receiving a copy of the Plan, each eligible consultant shall have
access, upon oral or written request, to any documentation regarding the Plan
that may not be included in this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents, which are on file with the Securities and Exchange
Commission, are incorporated herein by reference:
(a) The Company's latest amended registration statement(10-SB), filed
September 20, 2000, pursuant Section 12(b) or (g) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), that contains audited financial
statements for the Company's latest fiscal year for which such statements have
been filed. The description of the Company's Common Stock is contained in that
amended annual report incorporated by reference herein.
(b) The Company's third quarter 2000 10-QSB filing, filed on November 14,
2000.
Item 4. Not Applicable.
Item 5. Interest of Named Experts And Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
<PAGE>
Nevada Corporation Law
Section 78.7502 of the Nevada General Corporation Law contains provisions
authorizing indemnification by the Company of directors, officers, employees or
agents against certain liabilities and expenses, which they may incur as
directors, officers, employees, or agents of the Company or of certain other
entities. Section 78.7502(3) provides for mandatory indemnification, including
attorney's fees, if the director, officer, employee or agent has been successful
on the merits or otherwise in defense of any action, suit or proceeding or in
defense of any claim, issue or matter therein. Section 78.751 provides that such
indemnification may include payment by the Company of expenses incurred in
defending a civil or criminal action or proceeding in advance of the final
disposition of such action or proceeding upon receipt of an undertaking by the
person indemnified to repay such payment if he shall be ultimately found not to
be entitled to indemnification under the Section. Indemnification may be
provided even though the person to be indemnified is no longer a director,
officer, employee or agent of the Company or such other entities. Section 78.752
authorizes the Company to obtain insurance on behalf of any such director,
officer employee or agent against liabilities, whether or not the Company would
have the power to indemnify such person against such liabilities under the
provisions of the Section 78.7502.
Under Section 78.751(e) the indemnification and advancement of expenses provided
pursuant to Sections 78.7502 and 78.751 are not exclusive, and subject to
certain conditions, the Company may make other or further indemnification or
advancement of expenses of any of its directors, officers, employees or agents.
Because neither the Articles of Incorporation, as amended, or By-Laws of our
Company otherwise provide, notwithstanding the failure of the Company to provide
indemnification and despite a contrary determination by the Board of Directors
or its shareholders in a specific case, a director, officer, employee or agent
of the Company who is or was a party to a proceeding may apply to a court of
competent jurisdiction for indemnification or advancement of expenses or both,
and the court may order indemnification and advancement of expenses, including
expenses incurred in seeking court-ordered indemnification or advancement of
expenses if it determines that the petitioner is entitled to mandatory
indemnification pursuant to Section 78.7502(3) because he has been successful on
the merits, or because the Company has the power to indemnify on a discretionary
basis pursuant to Section 78.7502 or because the court determines that the
petitioner is fairly and reasonably entitled indemnification or advancement of
expenses or both in view of all the relevant circumstances.
Articles of Incorporation and By-Laws
Our Articles of Incorporation and By-Laws empower us to indemnify current or
former directors, officers, employees or agents of the Company or persons
serving by request of the Company in such capacities in any other enterprise or
persons who have served by the request of the Company is such capacities in any
other enterprise to the full extent permitted by the laws of the State of
Nevada.
Indemnity Agreements
To induce and encourage highly experienced and capable persons to serve as
directors and officers, our Company has entered into an Indemnity Agreement with
each director and officer presently serving the Company and will provide the
same agreement to future directors and officers as well as certain agents and
employees. The Agreement provides that we shall indemnify the director and/or
officer, or other person, when he or she is a party to, or threatened to be made
a party to, a proceeding by, or in the name of, the Company. Expenses incurred
by the indemnified person in any proceeding are to be paid to the fullest extent
permitted by applicable law. The Agreement may at some time require the Company
to pay out funds which might otherwise be utilized to further the Company=s
business objectives, thereby reducing our ability to carry out our projected
business plans.
SEC Position on Indemnification for Security Act Liability
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 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 of 1933, as amended, and is, therefore, unenforceable. If 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 expressed in the Securities Act
of 1933, as amended, and will be governed by the final adjudication of such
issue.
<PAGE>
OFFICERS AND DIRECTORS LIABILITY INSURANCE
At present, we do not maintain Officers and Directors Liability Insurance and,
because of the anticipated cost of such insurance, we have no present plans to
obtain such insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Articles of Incorporation and all amendments made thereto, which
define the rights of common shareholders among other things, have been
previously filed. The Registrant does not intend for this Plan to be qualified
under ERISA, and therefore does not need to comply with ERISA. The Exhibit Index
for included exhibits for this Form S-8 Registration appears immediately before
signatures.
Item 9. UNDERTAKINGS.
Trinity Energy Resources, Inc. hereby undertakes:
(1) To file during any period in which offers or sales are being made, post-
effective amendments(s) 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 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;
(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;
Provided, however, that paragraphs (1)(i) and (1)(ii) 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 those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed 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
Plan.
(4) 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 Section
15(d) of the Exchange 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.
<PAGE>
(5) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or 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 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 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 Act and will be governed by the adjudication of such
issue.
INDEX TO EXHIBITS
Exhibit
Number Description
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2.1* Third Amended Plan of Reorganization and Disclosure Statement
3.1* Articles of Incorporation, 1986, Utah, Celebrity Limousines, Ltd.
3.2* Articles of Incorporation, 12/1/1989, Nevada, Limousines, Ltd.
3.3* Articles of Merger, 1/31/1999, Utah, Celebrity Limousines, Ltd. and
Nevada Limousines, Limited - Nevada Corporation
3.4* Articles of Amendment 7/9/1993, name change from Limousines, Limited
to Trinity Gas Corporation.
3.5* By-Laws of Trinity Gas Corporation.
3.6* Articles of Amendment, 3/29/1999, Nevada, to change corporate name
to Trinity Energy Resources, Inc.
3.7* Certificate of Authority to Transact Business in Texas, 10/06/1999.
3.8* Assumed Name Certificate in Texas, 10/12/1999
3.9* Amended Certificate of Designation, Powers, Preferences and Rights
of the 1999 Series of Convertible Preferred Stock
5.1 Legal Opinion of Andrea Cataneo, Esq.
10.1* Mr. John W. Mahoney - Employment Agreement
10.2* Mr. Dennis E. E. Hedke - Employment Agreement
10.3* Mr. James E. Gallien, Jr. - Employment Agreement
10.4* Mr. Michael L. Wallace - Independent Contractor Agreement
10.5* Letter Agreement between Carlton Energy Group, Oriental Petroleum
Resources, Ltd., and Trinity Gas Corporation
10.6* Chad Convention, French Translation
10.7* Chad Convention, English Translation
10.8* Cliveden Agreement, 5/5/1999
10.9* Cliveden Agreement, 11/29/1999
10.10* Purchase and Sale Agreement between Carlton Energy, Trinity Gas,
Ian Nordstrom and Rudy Olschewski
10.11* Aker Maritime Sublease
10.12* Cliveden Agreement, 12/27/99
10.13* Assignment to Cliveden Petroleum Co., Ltd., 1/14/2000
10.14** Crude Oil Purchasing Contract-Equiva Trading Company
10.15** Crude Oil Purchasing Contract - Sunoco, Inc.
10.16** Natural Gas Purchasing Contract-North American Resources
Company #281
10.17** Natural Gas Purchasing Contract-North American Resources
Company #282
10.18** Natural Gas Purchasing Contract-Dynegy Midstream Services, Limited
Partnership
10.19**** Master Funding Agreement with Salus Trust, July 21, 2000.
10.20 Unanimous Consent of Board of Directors adopting the Special
Compensation Plan for Certain Former Employees and Consultants
10.21 Special Compensation Plan for Certain Former Employees
and Consultants
16.0*** Letter on Change in Certifying Accountant
24.1 Consent of Andrea Cataneo, Esq.
(contained in Exhibit 5.1)
24.2 Consent of Auditors
* Previously filed with Form 10-SB.
** Previously filed with 1st Amendment to Form 10SB
*** Previously filed with 4th Amendment to Form 10SB
**** Previously filed with 5th Amendment to Form 10SB
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing 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 Houston, State of Texas, December 13, 2000.
TRINITY ENERGY RESOURCES, INC.
By: /s/ Dennis E. Hedke
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Dennis E. Hedke
Interim President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Dennis E. Hedke
--------------------------- Interim President 12/15/00
Dennis E. Hedke
/s/ James E. Gallien, Jr. Executive Vice President/ 12/15/00
--------------------------- CFO
James E. Gallien, Jr.
