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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)
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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, 100,000 $1.29675 $129,687.50 $35
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, 1998, 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, 1998.
(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 March 15, 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 S-18 as amended, was declared effective by
the Commission in 1988.
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 15th day of
March, 2000.
Ness Energy International, Inc.
by:
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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.
Date: March 15, 2000
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Harold "Hayseed" Stephens, President & Chairman
Date: March 15, 2000
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Mary Gene Stephens, Director & Secretary-Treasurer
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RESOLUTIONS
Exhibit 4.3
RESOLUTIONS
RESOLVED, that 100,000 shares be issued to Daniels & Daniels for legal
services rendered, and be it
FURTHER RESOLVED, that all of the above referenced shares of the
Company's common stock be registered in a registration statement on Form S-8
to be filed with the Securities and Exchange Commission, and be it
FUTHER RESOLVED, that the officers of the Corporation be and hereby are,
authorized and directed to take all actions, and execute all instruments and
other documents in the name and on behalf of the Corporation as such officers
shall determine to be necessary or advisable in order to effectuate the
foregoing resolutions and to carry out the purposes thereof.
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SPECIAL COUNSEL REPORT
Exhibit 5
March 15, 2000
Ness Energy International, Inc.
4201 East Interstate 20
Willow Park, Texas 76087
Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Ness Energy International, Inc.("Company") with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act") relating to and aggregate of 100,000 shares of the Common
Stock of the Company, no par value, (the "Shares") to be issued Daniels &
Daniels.
As special counsel for the Company, we have examined such corporate
records, documents and such questions of law as we have considered necessary
or appropriate for purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion, all necessary corporate
proceedings by the Company have been duly taken to authorize the issuance of
the Shares and that the Shares being registered pursuant to the Registration
Statement, when issued will be duly authorized, legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission
that we are a person whose consent is required to be filed with the
Registration Statement under the provisions of the Act.
Cordially,
Daniels & Daniels
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INDEPENDENT AUDITOR'S REPORT
Exhibit 24.2
To the Stockholders and Board of Directors
of Ness Energy International, Inc.
We consent to the use of our Independent Auditor's Report dated July 29,
1999 and accompanying financial statements of Ness Energy International, Inc.
for the year ended December 31, 1998. This Report will be included in the Form
S-8 which is to be filed with the Securities and Exchange Commission for Ness
Energy International, Inc.
Weaver and Tidwell, L.L.P.
Certified Public Accountants
Ft. Worth, Texas
March 15, 2000
