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As filed with the Securities and Exchange Commission on June 14, 2000
Commission File No. 0-10893
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Crown Jewel Resources Corp.
(formerly known as ABF Energy Corp.)
(Exact name of registrant specified in Charter)
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Delaware 13-3007167
(State of Incorporation) (IRS Employer Identification No.)
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Crown Jewel Resources Corp.
805 Third Avenue, 21st Floor
New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)
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Crown Jewel Resources Corp Stock Incentive Plan
(Full Title of the Plan)
Marc A. Palazzo
President
Crown Jewel Resources Corp
805 Third Avenue, 21st Floor
New York, New York 10022
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
David M. Pedley, Esq.
Greenberg Traurig LLP
One Buckhead Plaza
3060 Peachtree Road, Suite 1100
Atlanta, GA 30305
(404) 261-8000
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If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
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Calculation of Registration Fee
<TABLE>
<CAPTION>
================================================== =================== ================ =================== ================
Proposed
maximum Proposed maximum Amount of
Amount to be offering price aggregate registration
Title of securities to be registered registered (1) per share offering price fee
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<S> <C> <C> <C> <C>
Stock Incentive Plan 8,725,000 shares
Common Stock, par value $.00005 per share
(options available for future grant) (2)............... $.16442 $235,871.10 $62.27
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Stock Incentive Plan
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Common Stock, par value $.00005 per share
(currently outstanding options) (3) 1,275,000 shares $.01 $12,750.00 $ 3.37
-------------------------------------------------- ------------------- ---------------- ------------------- ----------------
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Total Registration Fees $65.64
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</TABLE>
(1) This Registration Statement also relates to an indeterminate number of
additional shares of common stock pursuant to the change in capitalization
provisions of the above-referenced plans.
(2) For purposes of this computation, the Proposed Maximum Offering Price Per
Share has been estimated in accordance with Rule 457(h) under the
Securities Act of 1933 as to the 8,725,000 shares of common stock
authorized for issuance pursuant to the Stock Incentive Plan, solely for
the purpose of calculating the registration fee. No options have been
granted with respect to such shares. Since the price at which the options
to be granted in the future may be exercised is not currently determinable
and there is no current market for the common stock authorized for issuance
pursuant to the Stock Incentive Plan, the book value of such common stock
(of $.16442 per share) was used in calculating the registration fee.
(3) The computation is based upon the weighted average exercise price per share
of $.01 as to 1,275,000 outstanding but unexercised options under the Stock
Incentive Plan.
(1)
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Quarterly Report on Form 10-QSB as filed with the
Securities and Exchange Commission on May 10, 2000.
(b) The Registrant's Annual Report on Form 10-KSB, as filed with the Securities
and Exchange Commission on April 12, 2000.
(c) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
filing of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold, or which deregisters all such
securities remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.
Item 4. Description of Securities.
The description of the common stock of the Registrant contained in the
Registrant's registration statement on Form 8-A, as filed February 3, 1983, is
superceded by the following description and is further qualified in its entirety
by this reference to the Amended and Restated Certificate of Incorporation of
the Registrant which is attached hereto. The Registrant has 200,000,000 shares
of common stock, par value $.00005 per share, authorized pursuant to its Amended
and Restated Certificate of Incorporation. Common stock is entitled to one vote
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per share on all matters on which stockholders are entitled to vote. Common
stock does not have cumulative voting rights or other preemptive or subscription
rights, and is not redeemable by the Registrant. Holders of shares of common
stock are entitled to any dividends as may be declared by the Board of Directors
out of legally available funds. Upon liquidation, dissolution or winding-up of
the Registrant, after required payments to creditors, the assets of the
Registrant will be divided pro rata on a per share basis among the holders of
the common stock. The Board of Directors has the authority, without further
action by the stockholders, to issue up to 20,000,000 shares of preferred stock,
par value $.00005 per share, in one or more series, and to fix the rights,
designations, preferences, privileges, qualifications and restrictions of the
preferred stock, including dividend rights, conversion rights, voting rights,
rights and terms of redemption, liquidation preferences and sinking fund terms,
any or all of which may be greater than the rights of the common stock. No
shares of preferred stock are currently outstanding. The issuance of preferred
stock could adversely affect the voting power of holders of common stock and the
likelihood that such holders will receive dividend payments and payments upon
liquidation. Such issuance could have the effect of decreasing the market price
of the common stock. The issuance of preferred stock may have the effect of
delaying, deterring or preventing a change in control of the Registrant without
any further action by the stockholders. The Registrant has no present plans to
issue any shares of preferred stock
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Certificate of Incorporation and Bylaws provide that
officers and directors who are made a party to or are threatened to be made a
party to or are otherwise involved in any action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was an officer or a director of the Registrant or is or
was serving at the request of the Registrant as a director or an officer of
another corporation or of a partnership, joint venture, trust, or other
enterprise, including service with respect to an employee benefit plan (an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a director or officer or in any other capacity while
serving as a director or officer, shall be indemnified and held harmless by the
Registrant to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the Registrant to
provide broader indemnification rights than permitted prior thereto), against
all expense, liabilities, charges and losses (including, without limitation,
attorneys' fees, judgments, fines, excise taxes or penalties, and amounts paid
or to be paid in settlement) incurred or suffered by such indemnitee in
connection therewith and such indemnification shall continue with respect to an
indemnitee who has ceased to be a director or officer and shall inure to the
benefit of the indemnitee's heirs, executors and administrators; provided,
however, that the Registrant shall indemnify any such indemnitee in connection
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with a proceeding initiated by such indemnitee only if such proceeding was
authorized by the Board of Directors. The right to indemnification includes the
right to be paid by the Registrant for expenses incurred in defending any such
proceeding in advance of its final disposition. Officers and directors are not
entitled to indemnification if such persons did not meet the applicable standard
of conduct set forth in the Delaware General Corporation Law for officers and
directors.
Section 145 of the Delaware General Corporation Law provides, among
other things, that the Registrant may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (other than an action by or in the right of the
Registrant) by reason of the fact that the person is or was a director, officer,
agent or employee of the Registrant or is or was serving at the Registrant's
request as a director, officer, agent, or employee of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such action,
suit or proceeding. The power to indemnify applies if such person is successful
on the merits or otherwise in defense of any action, suit or proceeding, or if
such person acted in good faith and in a manner he reasonably believed to be in
the best interest, or not opposed to the best interest, of the Registrant, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The power to indemnify applies to actions
brought by or in the right of the Registrant as well, but only to the extent of
defense expenses (including attorneys' fees but excluding amounts paid in
settlement) actually and reasonably incurred and not to any satisfaction of a
judgment or settlement of the claim itself, and with the further limitation that
in such actions no indemnification shall be made in the event of any
adjudication of negligence or misconduct in the performance of his duties to the
Registrant, unless the court believes that in light of all the circumstances
indemnification should apply.
The indemnification provisions contained in the Registrant's
Certificate of Incorporation and Bylaws are not exclusive of any other rights to
which a person may be entitled by law, agreement, vote of stockholders or
disinterested directors or otherwise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed on the accompanying Exhibit Index are filed or
incorporated by reference as part of this Registration Statement.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
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(1) 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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 such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the SEC by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 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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(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "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 that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 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 the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
[Signatures on Following Page]
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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 New York, New York, on June 14, 2000.
Crown Jewel Resources Corp.
By: /s/ Marc A. Palazzo
Name: Marc A. Palazzo
Title: President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Marc
A. Palazzo as his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) and additions to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
Signature Title Date
/s/ Marc A. Palazzo President, Treasuer and Director June 14, 2000
-----------------------------(Principal Executive and Principal
Marc A. Palazzo Financial Officer)
/s/ Zeki Kochisarli Director June 14, 2000
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Zeki Kochisarli
/s/ Walter Greenfield Director June 14, 2000
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Walter Greenfield
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EXHIBIT INDEX
3.1 Amended and Restated Certificate of Incorporation.
3.2 Amended and Restated Bylaws.
5.1 Opinion of Greenberg Traurig, LLP
10.1 Crown Jewel Resources Corp. Stock Incentive Plan.
23.1 Consent of Feldman Sherb Horowitz & Co., P.C.
23.2 Consent of Greenberg Traurig, a LLP (contained in Exhibit 5.1).
24.1 Power of Attorney (included on signature pages hereto).
