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Registration nos.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Ness Energy International, Inc.
(Exact name of registrant as specified in its charter)
Washington 91-1067265
(State or other jurisdiction of (IRS Employer
incorporation or organization) identification nos.)
4201 East Interstate 20, Willow Park, Texas 76087
(address of principal executive offices)
STOCK GRANT AUTHORIZED BY BOARD OF DIRECTORS
(Full title of plan)
Harold "Hayseed" Stephens, 4201 East Interstate 20, Willow Park, Texas 76087
817-341-1477
(Name, address and telephone nos. of agent for service)
Calculation of Registration Fee
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Proposed Proposed
Title of Each Class Maximum Maximum Amount of
of Securities Amount to be Offering Price Aggregate Registration
to be registered registered Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, 50,000 $1.030 $51,500 $16
No par value
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PART II. Information Required in Registration Statement.
Item. 3 Incorporation of Documents by Reference.
The Registrant is subject to the information requirements of the
Securities Exchange Act of 1934 ("Exchange Act") and, in accordance
therewith, files reports with the Securities and Exchange Commission
("Commission"). The Registrant hereby states that (i) the documents listed
below are incorporated by reference in this Registration Statement and (ii)
all documents subsequently filed by the Registrant pursuant to Sections 13
(a), 13 (c) and 15(d) of the Securities Exchange Act of 1934 as amended,
prior to the filing of a post-effective amendment 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 on Form S-8, and shall be a part hereof from the date
of filing of such documents.
(a) The Registrant's Annual Report on Form 10-KSB for the period ending
December 31, 1999, filed pursuant to Section 13(a) of the Exchange
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Act, containing audited financial statements for that period;
(b) All other reports filed by the Registrant pursuant to Action 13 (a) or
15 (d) of the Exchange Act since December 31,1999.
(c) The description of the Common Stock which is contained in registration
statements filed under the Securities Act of 1933, as amended ("Act"),
including any amendment or report filed for the purpose of updating
such description.
Item 4. Description of Securities
The class of securities to be offered is registered under Section 12 of the
Exchange Act.
Item 5. Interest of Named Experts in Securities
The validity of the authorization and issuance of the Common Stock
issuable to Daniels & Daniels and to Richard E. Daniels, Attorney-at-law,
Individually, will be passed upon by Daniels & Daniels. Members of the firm
of Daniels & Daniels own no common shares of the Registrant at the present
time.
Item 6. Indemnification of Directors and Officers
The Registrant's By-laws contain the broadest form of indemnification
for its officers and directors and former officers and directors permitted
under Washington law. In so far as indemnification for liabilities arising
under the Securities Act may permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
Item 7. Exemption form Registration Claimed
Not Applicable
Item 8. Exhibits
4.1 Certificate of Incorporation of the Registrant, as amended (1)
4.2 By-laws of the Registrant (1)
4.3 Resolutions of the Board of Directors dated November 6, 2000
5 Opinion of The Law Office of Daniels & Daniels.
24.1 Consent of The Law Office of Daniels & Daniels (included in
Exhibit 5)
24.2 Consent of Weaver & Tidwell, L.L.P. certified public accountants.
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(1) Previously filed with the Commission as an exhibit to the Registrant's
Registration Statement on Form SB-2.
Item 9. Undertakings
1. 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 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.
2. The Undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act, each such
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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.
3. The undersigned Registrant hereby undertakes to remove from registration
by means a of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
4. The undersigned Registrant hereby undertakes that for purposes of the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 15 (d) of the Exchange Act that is incorporated by reference in the
registration statement related to the securities offered therein, and the
offering of such securities at such time shall be deemed to be the initial
bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the Securities 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 in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 that the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Town of Willow Park, State of Texas this 6th day of
November, 2000.
Ness Energy International, Inc.
by: /s/ Harold "Hayseed" Stephens
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Harold "Hayseed" Stephens, President & Chairman
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following person in the capacities and of
the dates indicated.
/s/ Harold "Hayseed" Stephens Date: November 6, 2000
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Harold "Hayseed" Stephens, President & Chairman
/s/ Mary Gene Stephens Date: November 6, 2000
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Mary Gene Stephens, Director & Secretary-Treasurer
