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As filed with the Securities and Exchange Commission on February 21, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SOLV-EX CORPORATION
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(Exact name of Registrant specified in charter)
NEW MEXICO 85-0283729
- --------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
500 Marquette N.W., Suite 300
Albuquerque, NM 87102
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(Address of Principal Executive Offices) Zip Code
SOLV-EX CORPORATION INCENTIVE STOCK OPTION PLAN
and
STOCK OPTION PLAN FOR DIRECTORS
and
OPTIONS GRANTED PURSUANT TO INDIVIDUAL NON-QUALIFIED OPTION
AGREEMENTS
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(Full title of the plan)
Herbert M. Campbell, Esq.
Solv-Ex Corporation
500 Marquette N.W., Suite 300
Albuquerque, NM 87102
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(Name and address of agent for service)
(505) 243-7701
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(Telephone number, including area code, of agent for service)
Copies to:
Raymond L. Friedlob, Esq.
Herrick K. Lidstone, Jr., Esq.
Friedlob Sanderson Raskin Paulson & Tourtillott, LLC
1400 Glenarm Place, Suite 300
Denver, Colorado 80202
(303) 571-1400
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to be Amount to be price per offering registration
registered registered (1) share (2) price (2) fee
- ------------------------------------------------------------------------------
Common Stock, $.01 par 1,527,000 $30.00 $16,433,747 $5,667
value
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(1) This Registration Statement is being filed to register 500,000 shares
of Common Stock which may be issued pursuant to the Registrant's Stock
Option Plan For Directors (the "Directors' Plan"), 1,000,000 shares of
Common Stock which may be issued pursuant to the Registrant's Incentive
Stock Option Plan (the "Incentive Plan"), and 27,000 shares of common
stock which may be granted pursuant to the terms of a written Consulting
Agreements (the Directors' Plan, the Incentive Plan, and the Consulting
Agreements being collectively referred to as the "Options"), plus
such indeterminable number of shares of Common Stock as may be
issuable by reason of the anti-dilution provisions of the
Options.
(2) In accordance with Rule 457(h), the fee has been calculated as follows:
12,000 shares at $1.38 per share; 300,000 shares at $1.50 per share;
100,000 shares at $1.65 per share; 154,500 shares at $2.56 per share;
100,000 shares at $2.82 per share; 75,000 shares at $3.56 per share;
25,000 shares at $3.94 per share; 5,000 shares at $4.44 per share;
30,000 shares at $4.47 per share; 120,000 shares at $4.91 per share;
25,000 shares at $5.25 per share; 65,000 shares at $5.75 per share;
25,000 shares at $7.09 per share; and 45,000 shares at $8.53 per share.
The 350,000 options which have not been issued under the Directors'
Plan, and the 95,500 options which have not been issued under the
Incentive Plan, are based on the closing market price of $29.063 per
share on February 14, 1996).
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PART I INFORMATION REQUIRED IN THE SECTION 10(A)
PROSPECTUS
Item 1. PLAN INFORMATION.
Documents containing information related to the Solv-Ex
Corporation (the "Registrant") Stock Option Plan For Directors (the
"Directors' Plan"), Incentive Stock Option Plan (the "Incentive Plan"), and
the Consulting Agreement (the "Agreement") which are not filed as a part of
this Registration Statement (the "Registration Statement") and documents
incorporated by reference in response to Item 3 of Part II of this
Registration Statement, which taken together constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended (the "Securities Act") will be sent or given to the holders of the
stock options issued under the Plan and the holder of the Non-Qualified
Options (the "Optionees") by the Registrant as specified by Rule 428(b)(1)
of the Securities Act.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
As required by this Item, the Registrant will provide to the
Optionees a written statement advising them of the availability without
charge, upon written or oral notice, of documents incorporated by reference
in Item 3 of Part II of this Registration Statement and of documents
required to be delivered pursuant to Rule 428(b) under the Securities Act.
The statement will include the address listing the title or department and
telephone number to which the request is to be directed.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the
Registrant are incorporated into this Registration Statement by this
reference:
(1) Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1995, as amended November 8, 1995 on
Form 10-K/A-1;
(2) Registrant's Quarterly Reports on Form 10-Q for the
quarterly periods ended September 30, 1995 and December 31,
1995; and
(3) The description of the Common Stock contained in the
Exhibits to the Registrant's Registration Statement on
Form 8-A (No. 0-9897) as filed with the Commission on
August 18, 1981.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all shares offered hereunder have been sold or
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing such documents.
Item 4. DESCRIPTION OF SECURITIES.
No description of the class of securities to be offered is
required under this item because the class of securities to be offered is
registered under Section 12 of the Exchange Act (Commission File No. 0-
9897).
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Herbert M. Campbell II is General Counsel, Senior Vice President
and a Director of the Company. As of February 15, 1996, Mr. Campbell owned
58,000 shares of the Company's Common Stock and held exercisable options to
acquire an additional 95,000 shares.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 53-11-4.1 of the New Mexico Business Corporation Act and
Article XI of the Registrant's Bylaws under certain circumstances provided
for the indemnification of the Registrant's officers, directors, and
controlling persons against liabilities which they may incur in such
capacities. A summarization of the circumstances in which such
indemnification is provided for is contained herein, but that description
is qualified in its entirety by reference to Article XI of the Registrant's
Bylaws.
In general, any officer, director, employee or agent may be
indemnified against expenses, fines, settlements or judgements arising in
connection with a legal proceeding to which such person is a party as a
result of such relationship, if that person's actions were in good faith,
were believed to be in the Registrant's best interest, and were believed
not to be unlawful. Unless such person is successful upon the merits in
such an action, indemnification may be awarded only after a determination
by independent decision of the Board of Directors, by legal counsel, or by
a vote of the shareholders that the applicable standard of conduct was met
by the person to be indemnified.
The circumstances under which indemnification is granted in
connection with an action brought on behalf of the Registrant are generally
the same as those set forth above; however, with respect to such actions,
indemnification is granted only with respect to expenses actually incurred
in connection with the defense or settlement of the action. In such
actions, the person to be indemnified must have acted in good faith, in a
manner believed to have been in the Registrant's best interest and with
respect to which such person was not adjudged liable for negligence or
misconduct.
Indemnification may also be granted pursuant to provisions of the
Bylaws which may be adopted in the future, pursuant to a vote of directors.
The statutory provisions cited above and the referenced portion of the
Bylaws also grant the power to the Registrant to purchase and maintain
insurance which protects its officers and directors against any liabilities
incurred in connection with their service in such position.
With regard to shareholder derivative suits, the indemnification
provisions may be unenforceable as against public policy. (See the caption
"Commission Position of Indemnification for Securities Act Liabilities" in
the Prospectus at Page 10.)
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Item 7. EXEMPTION FROM REGISTRATION CLAIM
Not Applicable
Item 8. EXHIBITS.
The following is a complete list of exhibits filed as a part of
this Registration Statement, which Exhibits are incorporated herein.
4.1 Amended Articles of Incorporation for Solv-Ex Corporation
5.1 Opinion of Counsel and Consent of Herbert M. Campbell, II
23.1 Consent of Herbert M. Campbell, II - See Exhibit 5.1.
23.2 Consent of KPMG Peat Marwick LLP
Item 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
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;
(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 the information in the
registration statement.
That, for the purpose of determining any liability under the
Securities Act, 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.
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.
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That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Exchange Act) 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.
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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 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 Albuquerque, State of new Mexico,
on February 16, 1996.
SOLV-EX CORPORATION
By /s/ John S. Rendall
--------------------------------
John S. Rendall, Chairman, Chief
Executive Officer, and Principal
Executive Officer
By /s/ W. Jack Butler
---------------------------------
W. Jack Butler, President and
Principal Financial 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 indicated.
Signatures Title Date
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/s/ John S. Rendall Director February 15, 1996
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John S. Rendall
/s/ W. Jack Butler Director February 15, 1996
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W. Jack Butler
/s/ Herbert M. Campbell II Director February 15, 1996
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Herbert M. Campbell, II
/s/ J.E. Czaja Director February 15, 1996
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J.E. Czaja
Director February , 1996
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M. Norman Anderson
/s/ Julius D. Heldman Director February 15, 1996
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Julius D. Heldman
/s/ Thompson MacDonald Director February 15, 1996
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Thompson MacDonald
/s/ M.E. Davey Director February 15, 1996
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M.E. Davey
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EXHIBIT 4.1
AMENDED ARTICLES OF INFORPORATION
FOR
SOLV-EX CORPORATION
The undersigned, in order to form a Corporation for the purposes
hereinafter stated, under the Laws of the State of New Mexico, does hereby
certify as follows:
ARTICLE I
The name of the Corporation is as follows:
SOLV-EX CORPORATION
ARTICLE II
The nature of the business and objects and purposes proposed to be
transacted and carried on by the business are as follows:
1. To engage in the extraction of organic and inorganic substances,
including but not limited to, minerals and hydrocarbons, using solvent
extraction techniques which will involve research, development, design,
construction and operation of plants on properties which belong to the
Company and any other suitable properties.
2. To engage in any lawful business purpose whatsoever.
ARTICLE III
The location of the registered office of the Corporation in the State
of New Mexico is 4301 Altura, N.E., Albuquerque, New Mexico, 87110, and
John S. Rendall at said address is hereby designated as the Registered
Agent upon whom process against the Corporation may be served.
ARTICLE IV
1. The amount of total authorized capital stock of this Corporation
shall be $200,000.00, divided into 20,000,000 shares of common stock of par
value of ONE CENT ($.01) each.
2. The Corporation shall not commence business until consideration of
the value of at least $1,000.00 has been received for the issuance of
shares.
3. Any stock of the Corporation may be issued for money, property,
services rendered, labor done, cash advances for the
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Company, or for any other assets of value in accordance with the action of
the Board of Directors, whose judgment as t value received in return therefor
shall be conclusive and said stock when issued shall be fully paid and
non-assessable.
ARTICLE V
This Corporation shall be managed by a Board of Directors which shall
consist in number of one (1) or such other number as may be designated from
time to time by the By-Laws of Company. The name and address of the person
who is to serve as Director until the First Annual Meeting of Shareholders
or until his successor is elected and qualified is:
JOHN S. RENDALL
4301 Altura, NE
Albuquerque, New Mexico 87110
It shall be necessary for a Director to be a stock holder of this
Corporation.
ARTICLE VI
The terms of existence of this Corporation shall be perpetual.
ARTICLE VII
The name and post office address of the Incorporator is: John S.
Rendall, 4301 Altura, NE, Albuquerque, New Mexico, 87110.
ARTICLE VIII
Preemptive rights shall not be allowed to the holders of the capital
stock of this Corporation.
ARTICLE IX
Cumulative voting shall not be allowed.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day
of July, 1980.
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JOHN S. RENDALL
STATE OF NEW MEXICO )
) SS.
COUNTY OF BERNALILLO )
The foregoing instrument was acknowledged before me this 1st day of
July, 1980.
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- ------------------------------
NOTARY PUBLIC
MY COMMISSION EXPIRES;
October 8, 1983
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
SOLV-EX CORPORATION
(1063189)
Pursuant to the provisions of Section 53-13-4, NMSA 1978, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The corporate name of the corporation is Solv-Ex Corporation.
SECOND: The following amendment to the Articles of Incorporation was
adopted by the shareholders of the Corporation on October 7, 1993 in the
manner prescribed by the New Mexico Business Corporation Act:
Paragraph 1 of Article IV of the Articles of Incorporation was amended to
read as follows:
"1. The amount of total authorized capital stock of the Corporation
shall be $300,000.00, divided into 30,000,000 shares of Common
Stock of par value of ONE CENT ($.01) each."
THIRD: The number of shares of Common Stock of the corporation outstanding
at the time of such adoption was 18,491,651, all of which were entitled to
vote thereon.
FOURTH: The Corporation has no other class of capital stock outstanding or
which was entitled to vote thereon.
FIFTH: The number of shares of Common Stock voting for such amendment was
13,938,151 and the number of shares voting against such amendment was
1,950,883.
Dated: December 3, 1993
SOLV-EX CORPORATION
/s/ John S. Rendall
-----------------------------
John S. Rendall
Chairman and Chief Executive Officer
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/s/ Herbert M. Campbell II
-----------------------------
Herbert M. Campbell II
Vice President and Secretary
Under penalty of perjury, the undersigned declares that the foregoing
document executed by the corporation and that the statements contained
therein are true and correct to the best of my knowledge.
/s/ Herbert M. Campbell II
-----------------------------
Herbert M. Campbell II
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February 16, 1996
Board of Directors
Solv-Ex Corporation
500 Marquette NW, Suite 300
Albuquerque, NM 87102
Re: Registration Statement on Form S-8
Opinion of Counsel
Gentlemen:
As General Counsel for Solv-Ex Corporation (the "Corporation"), a New
Mexico corporation, I have examined the Articles of Incorporation, the Bylaws
and Minutes of the Corporation and such other corporate records, documents and
proceedings, and have considered such questions of law as I deemed relevant for
the purpose of this opinion. I have also, as such counsel, examined the
Corporation's Registration Statement on Form S-8 (the "Registration Statement"),
which will be filed with the Securities and Exchange Commission today or shortly
thereafter, covering the sale of an aggregate of up to 1,527,000 shares (the
"Shares") of the Corporation's Common Stock under the Corporation's Stock Option
Plans (and individual options to consultants) as described in and in accordance
with the terms of the Registration Statement.
Based upon the foregoing, I am of the opinion that the Shares will be duly
and validly issued as fully paid and non-assessable shares of Common Stock upon
exercise of options in accordance with the terms thereof.
I know that I am referred to under the caption "Legal Matters" included in
the Prospectus filed as a part of the Registration Statement. I hereby consent
to the use of my name in such Registration Statement and to the filing of this
opinion as Exhibit 5.1 thereto. In giving this consent, I do not thereby admit
that I come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the Rules and Regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
Herbert M. Campbell II
General Counsel
Duplicate Original: KPMG Peat Marwick
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Solv-Ex Corporation:
We consent to incorporation by reference in the Registration Statement on
Form S-8 of Solv-Ex Corporation of our report dated October 2, 1995, relating
to the consolidated balance sheets of Solv-Ex Corporation and subsidiaries
as of June 30, 1995 and 1994, 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, 1995 and cumulative from July 2, 1980
(inception), which report appears in the June 30, 1995 annual report on
Form 10-K of Solv-Ex Corporation.
Our report dated October 2, 1995 contains an explanatory paragraph that states
that the Company's recurring net losses from operations and the lack of
assurance that the Company will be able to obtain project financing raise
substantial doubt about the entity's ability to continue as a going concern.
The consolidated financial statements do not include any adjustments that might
result from the outcome of that uncertainty.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Albuquerque, New Mexico
February 15, 1996
