As filed with the Securities and Exchange Commission on February 4, 1998.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KESTREL ENERGY, INC.
(Exact name of Registrant as specified in its charter)
Colorado 84-0772451
(State of Incorporation) (I.R.S. Employer ID No.)
999 18th Street, Suite 2490, Denver, Colorado 80202
(Address of Principal Offices)
Kestrel Energy, Inc.
Amended and Restated
Nonqualified Stock Option Plan
(Full Title of the Plan)
Timothy L. Hoops
President
Kestrel Energy, Inc.
999 18th Street, Suite 2490
Denver, Colorado 80202
(303) 295-1939
(Name, address and telephone number of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed Max.
Securities Amount Max. Off. Aggregate Amount
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
Common Stock
No Par Value 250,000 $1.50 $375,000 $110.63
(1) The price is set forth solely for the purpose of calculating the fee
and is based on the last price reported to the National Association of
Securities Dealers Automated Quotation System on January 30, 1998.
THE CONTENTS OF THE FORM S-8 REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BY KESTREL ENERGY, INC. ON OCTOBER
3, 1995, FILE NO. 33-63171 ARE HEREBY INCORPORATED BY REFERENCE.
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 Denver, State of Colorado, on
this 2nd day of February, 1998.
KESTREL ENERGY, INC.
By:/s/Timothy L. Hoops
Timothy L. Hoops, President and
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 indicated.
Dated: February 2, 1998 By:/s/Timothy L. Hoops
Timothy L. Hoops, President,
Chief Executive Officer,
Principal Executive Officer
and Director
Dated: February 2, 1998 By:/s/Robert J. Pett
Robert J. Pett,
Chairman of the Board
Dated: February 2, 1998 By:/s/Mark a. Boatright
Mark A. Boatright,
Vice President-Finance,
Chief Financial Officer,
Principal Financial and
Accounting Officer
and Director
Dated: February 2, 1998 By:/s/Kenneth W. Nickerson
Kenneth W. Nickerson, Director
Dated: February 2, 1998 By:/s/John T. Kopcheff
John T. Kopcheff,
Vice President-International and
Director
Dated: By:
Mark A.E. Syropoulo, Director
EXHIBIT INDEX
No. Exhibit Method of filing
- -- ------- ----------------
5.1 Opinion of Gorsuch Kirgis L.L.C.
regarding legality of shares
being issued. Filed herewith electronically
23.1 Consent of KPMG Peat Marwick LLP Filed herewith electronically
GORSUCH KIRGIS LLP
Attorneys at Law
Tower I, Suite 1000 1515 Arapahoe Street Denver, Colorado 80202
Telephone (303) 376-5000 Facsimile (303) 376-5001
February 4, 1998
Kestrel Energy, Inc.
999 18th Street, Suite 2490
Denver, Colorado 80202
Re: Kestrel Energy, Inc.
Registration Statement on Form S-8
Gentlemen:
We are counsel to Kestrel Energy, Inc., a Colorado corporation (the
"Company"), in connection with the preparation of a registration statement
on Form S-8 to be filed with the Securities and Exchange Commission, (the
"Registration Statement"), relating to the proposed offering by the
Company of up to an additional 250,000 shares of Common Stock pursuant to
the Company's Amended and Restated Nonqualified Stock Option Plan (the
"Plan").
In this connection, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such corporate records,
certificates and written or oral statements of officers, legal counsel and
accountants of the Company and of public officials, and other documents
that we have considered necessary and appropriate, and, based thereon, we
advise you that in our opinion:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Colorado.
2. The shares offered by the Company, when issued pursuant to and
in accordance with the Plan will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
GORSUCH KIRGIS LLP
/s/Gorsuch Kirgis LLP
Exhibit 23.1
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Independent Auditors' Consent
-----------------------------
The Board of Directors
Kestrel Energy, Inc.:
We consent to the incorporation by reference in the registration statement
on Form S-8 of Kestrel Energy, Inc. of our report dated September 29,
1997, relating to the consolidated balance sheets of Kestrel Energy, Inc.
and subsidiaries as of June 30, 1997 and 1996, and the related
consolidated statements of operations, stockholders' equity, and cash
flows for each of the years in the three-year period ended June 30, 1997,
which report appears in the June 30, 1997 Annual Report on Form 10-K of
Kestrel Energy, Inc.
Our report on the consolidated financial statements refers to the adoption
of the provisions of Statement of Financial Accounting Standards No. 121,
ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS TO BE DISPOSED OF, in
the year ended June 30, 1997.
/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Denver, Colorado
February 2, 1998
