<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RADIANT ENERGY CORPORATION
(Exact name of Registrant as specified in its charter)
Canada N/A
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
40 Centre Drive
Orchard Park, New York 14217
(716) 662-0022
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive office)
Radiant Energy Corporation Stock Option Plan
(Full title of plan)
Colin V.F. Digout Ward B. Hinkle, Esq.
Chief Operating Officer Hodgson, Russ, Andrews, Woods
Radiant Energy Corporation & Goodyear, LLP
40 Centre Drive One M&T Plaza, Suite 2000
Orchard Park, New York 14217 Buffalo, New York 14203
(716)662-0022 (716) 856-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
------------- -------------- ---------- ------------ --------------
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered Share (1) Price (1) Fee
------------- ----------- ----- ------ ---
Common Stock 2,090,178 $3.1639 $6,613,114 $1,746
-------------- -------------- ---------- ------------ --------------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and based upon the U.S. dollar equivalent of the
average of the bid and asked price of the common stock reported on the Canadian
Dealing Network, Inc. for July 27, 2000. On that date, the average of the bid
and asked price was $4.675 CDN and the exchange rate was $1.4776 CDN per $1.00
U.S.
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PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
Radiant Energy Corporation ("Radiant" or the "Company") hereby incorporates
by reference in this Registration Statement the following documents that have
been filed with the Securities and Exchange Commission (the "Commission"):
(a) The Company's Form 10-SB Registration Statement filed with the Commission
on February 23, 2000 and as amended by Amendment No. 1 filed with the
Commission on July 14, 2000;
(b) All other reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") since the end
of the fiscal year covered by the registrant document referred to in (a)
above; and
(c) The description of the Company's common stock contained in the Company's
registration statement filed with the Commission under Section 12 of the
Exchange Act, including any amendment or report filed for the purpose of
updating that description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement 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 in 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.
None.
Item 6. Indemnification of Directors and Officers
The Company's by-laws provide that directors and officers shall be
indemnified by the Company from and against all liabilities, costs and expenses
in respect to any action brought against them relating to their duties as a
director or officer.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed with this registration statement:
Exhibit
Number Description
------ -----------
4(a) Radiant Energy Corporation Stock Option Plan (1)
4(b) *Radiant Energy Corporation Stock Option Agreement
5 *Legal Opinion of Wildeboer Rand Thomson Apps & Dellelce, LLP
23(a) *Consent of Ernst & Young LLP
23(b) *The consent of Wildeboer Rand Thomson Apps & Dellelce, LLP is
contained in their legal opinion, which is filed as Exhibit 5 to this
Registration Statement
(1) Filed as Exhibit 6(k) to the Company's Form 10-SB filed on February 23,
2000 and incorporated herein by reference.
* Filed herewith.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(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; and
(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 (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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; and
(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.
(b) The undersigned registrant hereby undertakes 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.
(c) The undersigned registrant hereby undertakes 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 Exchange
Act; and, where interim financial information required to be presented by
Article 3 of Regulation S-X 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.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") 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 requirement 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 Orchard Park, New York on July 27, 2000.
RADIANT ENERGY CORPORATION
BY:/s/ Colin V.F. Digout
----------------------------
Colin V.F. Digout
Chief Operating Officer,
Chief Financial Officer,
Secretary and Treasurer
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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 in the capacities and
on the dates indicated:
<TABLE>
<S> <C> <C>
/s/ Colin V.F. Digout Chief Operating Officer, Chief Financial July 27, 2000
------------------------------------
(Colin V.F. Digout) Officer, Secretary and Treasurer (Principal
Executive Officer and Principal Financial
Officer)
/s/ David A. Williams Chairman of the Board and Director July 27, 2000
------------------------------------
(David A. Williams)
/s/ John Chew Director July 28, 2000
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(John Chew)
Director July ___, 2000
------------------------------------
(Michael Lupynec)
/s/ John M. Marsh Director July 27, 2000
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(John M. Marsh)
Director July ___, 2000
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(Robert J. Metcalfe)
Director July ___, 2000
------------------------------------
(Thomas J. Motherway)
/s/ Gregory G. O'Hara Director July 26, 2000
-------------------------------------
(Gregory G. O'Hara)
/s/ Timothy P. Seel Director July 27, 2000
-------------------------------------
(Timothy P. Seel)
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description
4(a) Radiant Energy Corporation Stock Option Plan (1)
4(b) *Radiant Energy Corporation Stock Option Agreement
5 *Legal Opinion of Wildeboer Rand Thomson Apps & Dellelce, LLP
23(a) *Consent of Ernst & Young LLP
23(b) *The consent of Wildeboer Rand Thomson Apps & Dellelce LLP is
contained in their legal opinion, which is filed as Exhibit 5 to this
Registration Statement
(1) Filed as Exhibit 6(k) to Radiant's Form 10-SB filed on February 23, 2000
and incorporated herein by reference.
* Filed herewith.
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Exhibit 4(b)
RADIANT ENERGY CORPORATION STOCK OPTION AGREEMENT
WHEREAS, ___________ (called the "Optionee") is a Director, Employee or Officer,
or their designee, of Radiant Energy Corporation or its wholly owned subsidiary
Radiant Aviation Services, Inc. (hereinafter called the "Company");
NOW, THEREFORE, the Company hereby grants to the Optionee an option to purchase
__________ shares of the Common Stock of the Company at the price of $__________
CDN per share ("Option Price"), and agrees to cause certificates for any shares
purchased hereunder to be delivered to the Optionee upon receipt of the purchase
price, all subject, however, to the terms and conditions hereinafter set forth.
1. This option shall be subject to the terms and conditions contained in
the Stock Option Plan of the Company and attached hereto.
2. This option shall not be exercised until three months have elapsed
from the date hereof.
3. This option shall expire five (5) years from the date granted (date
1999)
Executed at Buffalo, New York this _____ day of ___________, 1999.
Radiant Energy Corporation
By:
----------------------------
Colin V.F. Digout
Secretary/Treasurer
The undersigned Optionee hereby acknowledges receipt of an executed original of
the Stock Option Agreement.
------------------------------
Optionee
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RADIANT ENERGY CORPORATION
STOCK OPTION PLAN EXERCISE FORM
Date:
To:
From:
Subject: Stock Option Exercise Form
Canadian $
----------------
1. Date of grant ----------------
2. Date of exercise ----------------
3. Number of shares to be exercised ----------------
4. Option price ----------------
5. Option amount (3 x 4=5) ----------------
(Check payable to Radiant Energy Corp. in
Canadian dollars)
6. Market price date of exercise ----------------
(closing price on prev. day)
7. Taxable Gain [(6 x 3)-5] ----------------
----------------
Signature
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Exhibit 5
WILDEBOER RAND THOMSON APPS & DELLELCE, LLP
BARRISTERS AND SOLICITORS
TEL: (416) 361-3121 FAX: (416) 361-1790 SUITE 810, P.O. BOX 4
1 FIRST CANADIAN PLACE
TORONTO, ONTARIO
M5X 1A9
July 31, 2000
Radiant Energy Corporation
40 Centre Drive
Orchard Park, New York 14217
Ladies and Gentlemen:
Re: Radiant Energy Corporation - Registration Statement on Form S-8
We act as Canadian legal counsel to Radiant Energy Corporation (the
"Corporation").
This opinion is being furnished to you in connection with the Corporation's
Registration Statement on Form S-8 (the "Registration Statement") filed under
the Securities Act of 1933 (the "Act") relating to the offer and sale of up to
2,090,178 common shares of the Corporation ( the "Shares") under the
Corporation's employee stock option plan adopted February 13, 1996, as amended
on April 3, 1998 (the "Plan").
We have examined such statutes, public and corporate records of the Corporation
and such documents and certificates of officers of the Corporation, public
officials and others and considered such questions of law and conducted such
other investigations as we have considered relevant and necessary as a basis for
the opinion expressed herein.
For the purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals and the conformity to authentic original
documents submitted to us as certified, photostatic or facsimile copies. We have
also assumed that all corporate records reviewed by us are accurate and
complete.
Based upon and subject to the foregoing, we are of the opinion that the Shares,
when issued and sold in accordance with the Plan, will be legally issued, fully
paid and non-assessable.
We are qualified to practice law only in the Province of Ontario and,
accordingly, the opinion expressed herein is limited to the laws of the Province
of Ontario and the federal laws of Canada applicable therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Yours truly,
/s/ Wildeboer Rand Thomson Apps & Dellelce, LLP
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Radiant Energy Corporation of our report dated January 10, 2000
[except as to note 11 which is as February 11, 2000], with respect to the
consolidated financial statements of Radiant Energy Corporation included in the
Registration Statement on Form 10-SB filed with the Securities and Exchange
Commission on February 23, 2000 and as amended by Amendment No. 1 filed on July
14, 2000.
/s/ Ernst & Young LLP
Hamilton, Canada
July 28, 2000
