As filed with the Securities and Exchange Commission on June 7, 2000.
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
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(State of Incorporation) (I.R.S. Employer ID No.)
999 18th Street, Suite 2490, Denver, Colorado 80202
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(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
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(Name, address and telephone number of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed Max.
Securities Amount Max. Off. Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
------------- ---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Common Stock
No Par Value 300,000 $2.625 $787,500.00 $207.90
(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 June 5, 2000.
</TABLE>
THE CONTENTS OF THE FORM S-8 REGISTRATION STATEMENTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BY KESTREL ENERGY, INC. ON OCTOBER 3,
1995, FILE NO. 33-63171, ON FEBRUARY 4, 1998, FILE NO. 333-45587, MAY 5
AND MAY 8, 1998, FILE NO. 333-51875, AND MARCH 9, 1999, FILE NO. 333-
74101, 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 6th day of June, 2000.
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: June 6, 2000 By: /s/Timothy L. Hoops
--------------------
Timothy L. Hoops, President,
Chief Executive Officer,
Principal Executive Officer
and Director
Dated: By:
Robert J. Pett, Chairman of the
Board
Dated: June 6, 2000 By: /s/Mark A. Boatright
---------------------
Mark A. Boatright,
Vice President-Finance,
Chief Financial Officer,
Principal Financial and
Accounting Officer and Director
Dated: June 6, 2000 By: /s/Kenneth W. Nickerson
-----------------------
Kenneth W. Nickerson, Director
Dated: June 6, 2000 By: /s/John T. Kopcheff
----------------------
John T. Kopcheff,
Vice President-International and
Director
Dated: June 6, 2000 By: /s/Mark A. E. Syropoulo
------------------------
Mark A.E. Syropoulo, Director
EXHIBIT INDEX
-------------
4 Kestrel Energy, Inc. Stock Option Plan as amended January 5, 2000.
5 Opinion of Gorsuch Kirgis LLP regarding legality of shares being
issued.
23.1 Consent of KPMG LLP
