As filed with the Securities and Exchange Commission on May 8, 1998.
Registration No. 333-51875
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
AMENDMENT NO. 1 TO
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.
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 $1.00 $250,000 $73.75
(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 April 28, 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 AND ON FEBRUARY 4, 1998, FILE NO. 333-
45587 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 7th day of May, 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: May 7, 1998 By:/s/Timothy L. Hoops
Timothy L. Hoops, President,
Chief Executive Officer,
Principal Executive Officer
and Director
Dated: May 7, 1998 By:/s/Robert J. Pett
Robert J. Pett,
Chairman of the Board
Dated: May 7, 1998 By:/s/Mark a. Boatright
Mark A. Boatright,
Vice President-Finance,
Chief Financial Officer,
Principal Financial and
Accounting Officer
and Director
Dated: May 7, 1998 By:/s/Kenneth W. Nickerson
Kenneth W. Nickerson, Director
Dated: May 7, 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 LLP
regarding legality of shares
being issued. Filed herewith electronically
10.1* Kestrel Energy, Inc. Stock Option
Plan as amended April 16, 1998 Filed herewith electronically
23.1* Consent of KPMG Peat Marwick LLP Filed herewith electronically
* Previously Filed
