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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
COMMISSION FILE NUMBER: 2-73389
UNICORP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 75-1764386
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
600 TRAVIS, SUITE 6500 77002
HOUSTON, TEXAS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
NOT APPLICABLE
(FULL TITLE OF PLAN)
L. MYCHAL JEFFERSON II, 600 TRAVIS, SUITE 6500, HOUSTON, TEXAS 77002
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (713) 229-9100
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT OF SHARES OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED TO BE REGISTERED SHARE PRICE FEE (1)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, PAR
VALUE $0.01 PER SHARE . . . 50,000 $1.00 $50,000 $14.75
- -----------------------------------------------------------------------------------------------------------------
TOTAL 50,000 $50,000 $14.75
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(1) The registration fee applies to all of the shares of the Common Stock to be
issued as a result of this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Registrant's latest annual report.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year covered by
the Registrant's latest annual report.
(c) The description of the class of securities to be registered by
this Registration Statement, which are registered under Section 12 of the
Securities Act of 1934, and which were more fully described in (i) the Articles
of Incorporation of Texoil, Inc., a Nevada corporation, filed on May 8, 1981
with the Secretary of State of Nevada, and (ii) Certificate of Amendment to
Articles of Incorporation of Texoil, Inc. filed on October 10, 1989 with the
Secretary of State of Nevada, changing the name of Texoil, Inc. to UNICORP,
Inc.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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 the
Registration Statement and to be a part thereof from the date of filing of such
documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The directors and officers of the Registrant shall be indemnified by
the Registrant against all costs, losses, expenses and liabilities incurred by
any such director or officer in the course of the Registrant's business
according to the Registrant's Articles of Incorporation. In addition, all
directors and officers are covered by a director's indemnification agreement.
The foregoing discussion of the Registrant's Articles of Incorporation
is not intended to be exhaustive and is qualified in its entirety by such
document.
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ITEM 8. EXHIBITS. The exhibits listed in the following index are filed as
part of this Registration Statement. The exhibits indicated by an asterisk (*)
are incorporated by reference.
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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<S> <C>
3(a)* Articles of Incorporation of Texoil, Inc. filed on May 8, 1981 with the Secretary of State of
Nevada, described in the Registration Statement on Form S-2 of the Registrant, effective October
13, 1981. Commission File No. 2-73389.
3(b)* Certificate of Amendment to Articles of Incorporation of Texoil, Inc. filed on October 10, 1989
with the Secretary of State of Nevada, described in Form 10-KSB for the year ended December 31,
1997, filed March 6, 1998. Commission File No. 2-73389.
3(c)* Bylaws, as Amended January 20, 1998, described in Form 10-KSB for the year ended December 31,
1997, filed March 6, 1998. Commission File No. 2-73389.
5 Opinion of Norman T. Reynolds, Esq.
99.A Letter Agreement
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or
sales are being made, a post-effective amendment to this Registration
Statement:
(i) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this 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 a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) To file a post-effective amendment to this
Registration Statement to include any financial statements required by Rule
3-19 of Regulation S-X at the start of any delayed offering or throughout a
continuous 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 Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in this
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
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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
The Registrant. 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 Houston, Texas, on March 9, 1998.
UNICORP, INC.
By /s/ L. Mychal Jefferson II
-------------------------------------
L. Mychal Jefferson II, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Henry A. Schulle Chairman of the Board March 9, 1998
- -------------------------------
Henry A. Schulle
/s/ L. Mychal Jefferson II Chief Executive Officer, March 9, 1998
- ------------------------------- President, Secretary, Chief
L. Mychal Jefferson II Financial Officer, and Director
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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<S> <C>
3(a)* Articles of Incorporation of Texoil, Inc. filed on May 8, 1981 with the Secretary of State of
Nevada, described in the Registration Statement on Form S-2 of the Registrant, effective October
13, 1981. Commission File No. 2-73389.
3(b)* Certificate of Amendment to Articles of Incorporation of Texoil, Inc. filed on October 10, 1989
with the Secretary of State of Nevada, described in Form 10-KSB for the year ended December 31,
1997, filed March 6, 1998. Commission File No. 2-73389.
3(c)* Bylaws, as Amended January 20, 1998, described in Form 10-KSB for the year ended December 31,
1997, filed March 6, 1998. Commission File No. 2-73389.
5 Opinion of Norman T. Reynolds, Esq.
99.A Letter Agreement
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LOOPER, REED, MARK & MCGRAW
ATTORNEYS AT LAW
1300 POST OAK BOULEVARD, SUITE 2000
HOUSTON, TEXAS 77056
TELEPHONE: (713) 986-7000
TELECOPIER: (713) 986-7100
March 9, 1998 EXHIBIT 5
UNICORP, Inc.
600 Travis, Suite 6500
Houston, Texas 77002
Re: Form S-8 Registration Statement; Commission File No. 2-73389
Gentlemen:
I have acted as counsel for UNICORP, Inc. (the "Company") in
connection with the registration by the Company of 50,000 shares of its common
stock, par value $0.01 per share (the "Securities"), as contemplated by the
Company's Registration Statement on Form S-8 filed on the date hereof with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended.
In connection therewith, I have examined, among other things, the
Articles of Incorporation, as amended, of the Company, the corporate
proceedings of the Company with respect to the issuance and registration of the
Securities, the Registration Statement, certificates of public officials,
statutes and other instruments and documents, as a basis for the opinions
expressed herein.
Based upon and subject to the foregoing, and upon such other matters
as I have determined to be relevant, I am of the opinion that:
1. The Company is a corporation duly organized, validly existing,
and in good standing under the laws of the State of Nevada.
2. All of the Securities, upon issuance and delivery thereof,
will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement.
Very truly yours,
/s/ Norman T. Reynolds
Norman T. Reynolds
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UNICORP, INC.
DOCUMENTS CONSTITUTING A SECTION 10(A) PROSPECTUS
PURSUANT TO A FORM S-8 REGISTRATION STATEMENT
FILED MARCH 9, 1998
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by UNICORP, Inc. (the "Company") with the
Securities and Exchange Commission on March 9, 1998, the following shall
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933:
1. General Plan Information.
(a) The following letter agreement (the "Letter
Agreement") between the Company and Britt Brooks (the "Participant") with
respect to the payment of fees and expenses and the shares of the Company's
common stock, par value $0.01 per share (the "Securities"), and the price per
share at which the Securities are to be issued to the Participant in payment of
his fees and expenses and expenses is more fully described in Exhibit "A"
attached hereto and incorporated herein by reference for all purposes:
Fees and Price per Number of
Name Expenses Share Shares
---- -------- ----- ------
Britt Brooks $50,000.00 $1.00 50,000
--------- ------
Total $50,000.00 50,000
========= ======
(b) The Letter Agreement and the minutes containing the
resolutions of the Board of Directors of the Company authorizing the issuance
of the Securities described herein constitute an employee benefit plan as
described in Rule 405 promulgated under the Securities Act of 1933 (the
"Plan"). The Securities will be offered pursuant to the Plan.
(c) The general nature and purpose of the Plan is allow
for the payment of fees and expenses due and owing by the Company to the
Participant in the form of the Company's registered Securities. The Plan will
terminate as soon after May 31, 1998 as the Securities called for in the Plan
have been issued to the Participant, which date will not exceed December 31,
1998. It is not contemplated that the Plan will be subject to modification or
extension.
(d) The Plan does not have any administrators. However,
the Participant may contact the Company at the address or telephone number
described in Paragraph 11 below to obtain additional information about the
Plan.
(e) The Plan is not subject to the Employee Retirement
Income Security Act of 1974. The Participant is a consultant or adviser who
has provided provide bona fide services to the
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Company, none of such services being in connection with the offer or sale of
Securities of the Company in a capital- raising transaction.
2. Securities to be Offered. The Securities to be offered
pursuant to the Plan are shares of the Company's common stock, par value $0.01
per share. The common stock of the Company has been registered under Section
12 of the Securities Exchange Act of 1934.
3. Employees Who May Participate in the Plan. Only the
Participant described above may participate in the Plan.
4. Purchase of Securities Pursuant to the Plan and Payment for
Securities Offered.
(a) The Participant may participate in the Plan only for
so long as it takes to file the Registration Statement and issue the Securities
to the Participant as called for herein. Thereafter, the Participant shall
have no further interest in the Plan. The only Securities to be purchased by
the Participant are described in the Letter Agreement. The purchase price per
share of the Company's Securities for the Participant is as set forth above.
(b) Payment for the Securities to be purchased by the
Participant pursuant to the Plan will be the extinguishment of any further
liability by the Company to the Participant with respect to the obligations
described herein.
(c) There will be no reports delivered to the Participant
as to the amounts and status of his account.
(d) The Securities will be issued to the Participant, who
may sell the Securities in the open market. The Company will receive no fees
or other compensation for the Securities other than the extinguishment of the
debt to the Participant as described herein.
5. Resale Restrictions. There will be no restrictions on the
resale of the Securities by the Participant.
6. Tax Effects of Plan Participation. The receipt of the
Securities by the Participant will be the receipt of ordinary income since the
Securities will have been received by the Participant in exchange for services.
Consequently, the Participant will be taxed currently for the value of the
Securities pursuant to Section 61 of the Internal Revenue Code of 1986, as
amended.
7. Investment of Funds. There is no provision under the Plan
whereby the Participant may direct the investment of all or any part of the
assets under the Plan.
8. Withdrawal From the Plan; Assignment of Interest. The
Participant will not be able to withdraw from, terminate, or assign his
interest in the Plan.
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9. Forfeitures and Penalties. There is no event which could,
under the Plan, result in a forfeiture by, or a penalty to, the Participant.
10. Charges and Deductions, and Liens Therefor. There are no
charges and deductions that may be made against the Participant, the
Securities, or assets of the Plan, or the creation of any lien on any funds,
securities, or other property held under the Plan.
11. Information Contained in the Registration Statement. The
Company shall furnish to the Participant, without charge, upon written or oral
request, the documents incorporated by reference in Item 3 of Part II of the
Registration Statement, all of such documents being incorporated by reference
in this Section 10(a) Prospectus. The Company shall also furnish to the
Participant, without charge, upon written or oral request, any other documents
required to be delivered to employees of the Company pursuant to Rule 428(b)
promulgated under the Securities Act of 1933. Any such request should be
directed to the Company at 600 Travis, Suite 6500, Houston, Texas 77002,
telephone (713) 229-9100, and telecopier (713) 236-4775.
12. Information Currently Furnished. The Participant has been
furnished with a copy of the Company's Form 10-KSB for the fiscal year ended
December 31, 1997.
13. Information to be Furnished in the Future. The Company shall
deliver to the Participant copies of all reports, proxy statements and other
communications distributed to its security-holders generally, and such material
shall be sent or delivered no later than the time that it is sent to
security-holders of the Company.
Attachment:
Exhibit "A" - The Letter Agreement
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EXHIBIT 99.A
BRITT BROOKS
600 TRAVIS, SUITE 6500
HOUSTON, TEXAS 77002
TELEPHONE: (713) 229-9100
TELECOPIER: (713) 236-4775
March 9, 1998
Mr. L. Mychal Jefferson II
UNICORP, Inc.
600 Travis, Suite 6500
Houston, Texas 77002
Re: Invoices of Britt Brooks and Form S-8 Registration Statement
Dear Mr. Jefferson:
As we discussed, I agree to take shares of the common stock of
UNICORP, Inc. in payment of all fees and expenses currently due and owing to
me, which total $50,000, and which will be registered pursuant to a Form S-8
Registration Statement. It is understood that the stock I will receive will be
valued at $1.00 per share and, as a result, I will receive 50,000 shares. It
is further understood that the Form S-8 Registration Statement will be filed
immediately and that the shares of the stock will be issued immediately upon
the effectiveness of the Registration Statement, and all other applicable laws
and regulations.
Very truly yours,
/s/ Britt Brooks
Britt Brooks
NTR/bwd
