<PAGE> 1
================================================================================
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) 236-4746
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
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........... 170,659 $1.00 $170,659 $50.35
- -----------------------------------------------------------------------------------------------------------------------
TOTAL........................... 170,659 $170,659 $50.35
=======================================================================================================================
</TABLE>
(1) The registration fee applies to all of the shares of the Common Stock to
be issued as a result of this Registration Statement.
================================================================================
<PAGE> 2
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 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Norman T. Reynolds, Esq., an attorney for the Registrant and the
counsel who has rendered an opinion as to the legality of the shares of the
Registrant's common stock to be offered by this Registration Statement, owns
37,659 shares of such stock which are being registered pursuant to this
Registration Statement. As of the date of this Registration Statement, such
shares have a fair market value of approximately $37,659.
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.
1
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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.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
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.
24 Powers of Attorney
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
2
<PAGE> 4
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
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 July 20, 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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ L. Mychal Jefferson II Chief Executive Officer, July 20, 1998
- ----------------------------------- President, Secretary,
L. Mychal Jefferson II Chief Financial Officer,
and Director
/s/ Azie Taylor Morton* Director July 20, 1998
- -----------------------------------
Azie Taylor Morton
/s/ Reginald V. Williams* Director July 20, 1998
- -----------------------------------
Reginald V. Williams
*By L. Mychal Jefferson II
- -----------------------------------
L. Mychal Jefferson II,
Attorney-in-Fact
3
<PAGE> 5
UNICORP, INC.
DOCUMENTS CONSTITUTING A SECTION 10(A) PROSPECTUS
PURSUANT TO A FORM S-8 REGISTRATION STATEMENT
FILED JULY 20, 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 July 20, 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 agreements (the "Letter Agreements")
between the Company and Norman T. Reynolds, Esq., R. F. Bearden Associates,
Inc., and Texas Commercial Resources, Inc. (the "Participants") 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 Participants in payment of their fees and
expenses and expenses are more fully described in Exhibits "A," "B" and "C"
attached hereto and incorporated herein by reference for all purposes:
Fees and Price per Number of
Name Expenses Share Shares
- ---- -------- ----- ------
Norman T. Reynolds $ 37,659.00 $1.00 37,659
R. F. Bearden Associates, Inc. 66,500.00 $1.00 66,500
Texas Commercial Resources, Inc. 66,500.00 $1.00 66,500
----------- -------
Total $170,659.00 $1.00 170,659
=========== =======
(b) The Letter Agreements 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
Participants in the form of the Company's registered Securities. The Plan will
terminate as soon after October 31, 1998 as the Securities called for in the
Plan have been issued to the Participants, 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
Participants 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 Participants is a consultant or adviser who has
provided provide bona fide services to the 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 Participants
described above may participate in the Plan.
4
<PAGE> 6
4. Purchase of Securities Pursuant to the Plan and Payment for
Securities Offered.
(a) The Participants may participate in the Plan only for so
long as it takes to file the Registration Statement and issue the Securities to
the Participants as called for herein. Thereafter, the Participants shall have
no further interest in the Plan. The only Securities to be purchased by the
Participants are described herein or in the Participants' Letter Agreements. The
purchase price per share of the Company's Securities for the Participants is as
set forth above.
(b) Payment for the Securities to be purchased by of the
Participants pursuant to the Plan will be the extinguishment of any further
liability by the Company to the Participants with respect to the obligations
described herein.
(c) There will be no reports delivered to the Participants as
to the amounts and status of their accounts.
(d) The Securities will be issued to the Participants, 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 debts
to the Participants as described herein.
5. Resale Restrictions. There will be no restrictions on the resale of
the Securities by the Participants.
6. Tax Effects of Plan Participation. The receipt of the Securities by
the Participants will be the receipt of ordinary income since the Securities
will have been received by the Participants in exchange for services.
Consequently, the Participants 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 Participants may direct the investment of all or any part of the assets
under the Plan.
8. Withdrawal From the Plan; Assignment of Interest. The Participants
will not be able to withdraw from, terminate, or assign their interests in the
Plan.
9. Forfeitures and Penalties. There is no event which could, under the
Plan, result in a forfeiture by, or a penalty to, the Participants.
10. Charges and Deductions, and Liens Therefor. There are no charges
and deductions that may be made against the Participants, 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 Participants, 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 Participants, 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) 236-4746, and
telecopier (713) 236-4775.
12. Information Currently Furnished. The Participants have 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 Participants 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.
5
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Attachments:
Exhibit "A" -The Letter Agreement for Norman T. Reynolds
Exhibit "B" -The Letter Agreement for R. F. Bearden Associates, Inc.
Exhibit "C" -The Letter Agreement for Texas Commercial Resources, Inc.
6
<PAGE> 8
LOOPER, REED, MARK & MCGRAW
NORMAN T. REYNOLDS
Attorney At Law
Post Office Box 131326
Houston, Texas 77219-1326
Telephone: (713) 651-0244
Telecopier: (713) 355-4052
E Mail: [email protected]
EXHIBIT "A"
July 20, 1998
Mr. L. Mychal Jefferson II
Unicorp, Inc.
600 Travis, Suite 6500
Houston, Texas 77002
Re: Invoices of Norman T. Reynolds and Looper, Reed, Mark & McGraw
and Form S-8 Registration Statement
Dear Mr. Jefferson:
As we discussed, we 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 $37,659, 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 37,659 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/ Norman T. Reynolds
-----------------------------------
Norman T. Reynolds
<PAGE> 9
R. F. BEARDEN ASSOCIATES, INC.
2800 POST OAK BOULEVARD
SUITE 5260
HOUSTON, TEXAS 77056
EXHIBIT "B"
July 20, 1998
Mr. L. Mychal Jefferson II
Unicorp, Inc.
600 Travis, Suite 6500
Houston, Texas 77002
Re: S-8 Stock Agreement
Dear Mr. Jefferson:
At the present time, Unicorp, Inc. owes R. F. Bearden Associates, Inc.
at least $66,500 for consulting services rendered and incurred through June 30,
1998. In payment thereof, R. F. Bearden Associates, Inc. agrees to accept freely
trading stock in Unicorp, Inc., worth $66,500. Unicorp, Inc., will cause to be
prepared and will file the required S-8 to accomplish the issuance of the stock
worth $66,500. Said stock will be issued to R. F. Bearden Associates, Inc. as
soon as possible after the filing of the Form S-8. In that regard, the stock to
be issued to R. F. Bearden Associates, Inc. will be valued at $1.00 per share.
Nothing contained herein shall imply that said $66,500 represents the entire
amount due by Unicorp, Inc. to R. F. Bearden Associates, Inc., it being
understood and agreed that Unicorp, Inc. owes R. F. Bearden Associates, Inc. an
additional $15,200.
Very truly yours,
R. F. BEARDEN ASSOCIATES, INC.
By: /s/ Ron F. Bearden, Ph.D., President
---------------------------------------
<PAGE> 10
TEXAS COMMERCIAL RESOURCES, INC.
P.O. BOX 495
SIMONTON, TEXAS 77476
EXHIBIT "C"
July 20, 1998
Mr. L. Mychal Jefferson II
Unicorp, Inc.
600 Travis, Suite 6500
Houston, Texas 77002
Re: S-8 Stock Agreement
Dear Mr. Jefferson:
At the present time, Unicorp, Inc. owes Texas Commercial Resources,
Inc. at least $66,500 for consulting services rendered and incurred through June
30, 1998. In payment thereof, Texas Commercial Resources, Inc. agrees to accept
freely trading stock in Unicorp, Inc., worth $66,500. Unicorp, Inc., will cause
to be prepared and will file the required S-8 to accomplish the issuance of the
stock worth $66,500. Said stock will be issued to Texas Commercial Resources,
Inc. as soon as possible after the filing of the Form S-8. In that regard, the
stock to be issued to Texas Commercial Resources, Inc. will be valued at $1.00
per share. Nothing contained herein shall imply that said $66,500 represents the
entire amount due by Unicorp, Inc. to Texas Commercial Resources, Inc., it being
understood and agreed that Unicorp, Inc. owes Texas Commercial Resources, Inc.
an additional $8,500.
Very truly yours,
TEXAS COMMERCIAL RESOURCES, INC.
By: /s/ Henry A. Schulle, President
-------------------------------------
<PAGE> 11
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
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.
24 Powers of Attorney
<PAGE> 1
NORMAN T. REYNOLDS
Attorney At Law
Post Office Box 131326
Houston, Texas 77219-1326
Telephone: (713) 651-0244
Telecopier: (713) 355-4052
E Mail: [email protected]
EXHIBIT 5
July 20, 1998
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 170,659 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
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
WHEREAS, Unicorp, Inc., a Nevada corporation (the "Company"), intends
to file with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form
S-8 dated July 14, 1998, a draft of which has been previously reviewed by the
undersigned (the "Form S-8"), together with any and all exhibits and other
documents having relation to the Form S-8;
NOW, THEREFORE, the undersigned in her capacity as a director or
officer or both, as the case may be, of the Company, does hereby constitute and
appoint L. Mychal Jefferson II as her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, to do any and all
acts and things in her name and on her behalf in her capacity as a director or
officer or both, as the case may be, of the Company, as fully and to all intents
and purposes as the undersigned might or could do in person, and to execute any
and all instruments for the undersigned and in her name in any and all
capacities which such person may deem necessary or advisable to enable the
Company to comply with the Act and any rules, regulations and requirements of
the Commission, in connection with the filing of the Form S-8, including
specifically, but not limited to, power and authority to sign for the
undersigned, in her capacity as a director or officer or both, as the case may
be, of the Company, the Form S-8 and any and all other documents (including,
without limitation, any amendments to the Form S-8 or to such other documents)
which such person may deem necessary or advisable in connection therewith; and
the undersigned does hereby ratify and confirm all that such person shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 20th day of July, 1998.
/s/ Azie Taylor Morton
------------------------------------
AZIE TAYLOR MORTON
<PAGE> 2
EXHIBIT 24
POWER OF ATTORNEY
WHEREAS, Unicorp, Inc., a Nevada corporation (the "Company"), intends
to file with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form
S-8 dated July 14, 1998, a draft of which has been previously reviewed by the
undersigned (the "Form S-8"), together with any and all exhibits and other
documents having relation to the Form S-8;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby constitute and
appoint L. Mychal Jefferson II as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, to do any and all
acts and things in his name and on his behalf in his capacity as a director or
officer or both, as the case may be, of the Company, as fully and to all intents
and purposes as the undersigned might or could do in person, and to execute any
and all instruments for the undersigned and in his name in any and all
capacities which such person may deem necessary or advisable to enable the
Company to comply with the Act and any rules, regulations and requirements of
the Commission, in connection with the filing of the Form S-8, including
specifically, but not limited to, power and authority to sign for the
undersigned, in his capacity as a director or officer or both, as the case may
be, of the Company, the Form S-8 and any and all other documents (including,
without limitation, any amendments to the Form S-8 or to such other documents)
which such person may deem necessary or advisable in connection therewith; and
the undersigned does hereby ratify and confirm all that such person shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 20th day of July, 1998.
/s/ Reginald V. Williams
--------------------------------
REGINALD V. WILLIAMS
