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Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
Registration Statement
Under The Securities Act of 1933
GALLAGHER RESEARCH CORPORATION
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(Exact name of Registrant as specified in charter)
NEVADA 84-0920934
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
Stephen M. Siedow, Pres.
12373 East Cornell Avenue 12373 East Cornell Avenue
Aurora, Colorado 80014 Aurora, Colorado 80014
(303) 337-3384 (303) 337-3384
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(Address and telephone number of (Name, address and telephone
Registrant's Principal Executive Offices) number of agent for service)
1997 COMPENSATORY STOCK OPTION PLAN
(Full Title of the Plan)
Copies of all communications to:
John D. Brasher Jr., Esq.
Brasher & Company
90 Madison Street, Suite 707
Denver, Colorado 80206
(303) 355-3000
Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price per aggregate offering Amount of
registered Registered (1) share price (2) Registration Fee (3)
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Common stock,
$.001 par value 1,000,000 $ .01 $ 10,000.00 $ 100.00
(1) Includes an indeterminate number of additional shares that may be issued
pursuant to the above employee benefit plan as a result of any future stock
split, stock dividend or similar adjustment.
(2) Estimated for the purpose of calculating registration fee.
(3) The fee with respect to these shares has been calculated pursuant to Rules
457 (h) and 457 (c) under the Securities Act of 1933, as amended. The
Common Shares are quoted without price quotation on the OTC Bulletin Board
and the registrant has no assets. The filing fee is less than $100, and
therefore only the minimum filing fee is due.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
registration statement of GALLAGHER RESEARCH CORPORATION ("Gallagher") and in
the related Section 10(a) prospectus:
(a) Gallagher's Annual Report on Form 10-KSB for the year ended
December 31, 1999.
(b) Gallagher's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2000.
(c) Gallagher's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2000.
(d) Gallagher's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2000.
(e) Part I, Item 8 (Description of Securities) contained in
Gallagher's registration statement on Form 10SB-12G, SEC file No.
0-28073.
In addition, all documents subsequently filed pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 into 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.
The validity of the securities that may be offered under the Gallagher
1997 Compensatory Stock Option Plan (the "Plan") will be passed upon for
Gallagher by Brasher & Company, Attorneys at Law, 90 Madison Street, Suite 707,
Denver, Colorado 80206. Mr. John D. Brasher Jr., proprietor of that firm and who
has provided advice with respect to this matter, beneficially owns an aggregate
of 1,932,256 shares of Gallagher common stock. It is possible that Gallagher's
Board of Directors may in the future authorize the issuance to Mr. Brasher of
shares of Gallagher common stock which have been registered under the Plan,
although no such determination has been made or is under consideration at this
date.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Article NINTH of Gallagher's Certificate of Incorporation authorizes
Gallagher to indemnify any current or former director, officer, employee, or
agent of Gallagher, or a person serving in a similar post in another
organization at the request of Gallagher, against expenses, judgments, fines,
and amounts paid in settlement incurred by him in connection with any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, to the fullest extent not prohibited
by the Nevada General Corporation Law, public policy or other applicable law.
Sections 78.751 and 78.752 of the Nevada General Corporation Law authorize a
corporation to indemnify its directors, officers, employees, or agents in terms
sufficiently broad to permit such indemnification under certain circumstances
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for liabilities (including provisions permitting advances for expenses incurred)
arising under the 1933 Act.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
The Exhibits to this registration statement are listed in the Index to
Exhibits on page 4.
Item 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and sales are being
made, a post-effective amendment to this registration statement 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange 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 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.
(5) Insofar as indemnification for liabilities under the Securities
Act of 1933 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 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 final adjudication of such issue.
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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 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 Aurora, Colorado, on the date below.
DATED: October 12, 2000 GALLAGHER RESEARCH CORPORATION
/s/ Stephen M. Siedow
By:--------------------------------------
Stephen M. Siedow, Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities and on the dates respectively indicated.
By: /s/ Stephen M. Siedow Director, Chairman, President, October 12, 2000
------------------------- Chief Executive Officer,
Stephen M. Siedow Chief Financial Officer
(principal executive officer)
INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Counsel regarding legality
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
99.1 1997 Compensatory Stock Option Plan (incorporated by reference to
Exhibit 10.1 to report on Form 10SB-12G dated October 28, 1999)
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