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.)
3730 KIRBY, SUITE 1200 77098
HOUSTON, TEXAS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
NOT APPLICABLE
(FULL TITLE OF PLAN)
L. MYCHAL JEFFERSON II, 3730 KIRBY, SUITE 1200, HOUSTON, TEXAS 77098
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (713)
229-9100
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS AMOUNT OF SHARES PROPOSED MAXIMUM
OF SECURITIES TO BE REGISTERED OFFERING PRICE
TO BE RESISTERED PER SHARE
---------------------------------------------------------
COMMON STOCK, PAR
VALUE $0.01 PER SHARE 185,000 $1.00
--------------------------------------------------------
TOTAL................. 185,000 $185,000
FEE $54.58
=========================================================
(1) The registration fee applies to all of the shares of
the Common Stock to be issued as a result of this
Registration Statement.
=========================================================
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. 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.
ITEM 7. 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.
4 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 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 February 28,1999.
UNICORP, INC.
By /s/ L. Mychal Jefferson II
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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, February 28,1999
- ----------------------------------- President, Secretary,
L. Mychal Jefferson II Chief Financial Officer,
and Director
/s/ Reginald V. Williams* Director February 28,1999
- -----------------------------------
Reginald V. Williams
*By L. Mychal Jefferson II
- -----------------------------------
L. Mychal Jefferson II,
Attorney-in-Fact
UNICORP, INC.
DOCUMENTS CONSTITUTING A SECTION 10(A) PROSPECTUS PURSUANT TO A
FORM S-8
REGISTRATION STATEMENT
FILED February 28,1999
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 February 28,1999, 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 Charis Industries, Capital Asset Management, Henry A.
Schulle, and Andante Investment, 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," "C" and "D"
attached hereto and incorporated herein by reference for all purposes:
Fees and Price per Number of
Name Expenses Share Shares
- ---- -------- ----- ------
Charis Industries $ 100,000.00 $1.00 100,000
Capital Asset Mang. 50,000.00 $1.00 50,000
Henry A. Schulle 30,000.00 $1.00 30,000
Andante Inv. 5,000.00 $1.00 5,000
Total $185,000.00 $1.00 185,000
(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 March 31,
1999 as the Securities called for in the Plan have been issued to the
Participants, which date will not exceed December 31, 1999. 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. 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,
0the 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 3730 Kirby, Suite 1200, Houston, Texas 77098, telephone (713) 229-9100, 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.
Attachments:
Exhibit "A" -The Letter Agreement for Charis Industries
Exhibit "B" -The Letter Agreement for Capital Asset Management.
Exhibit "C" -The Letter Agreement for Henry A. Schulle.
Exhibit "D" -The Letter agreement for Andante Investments, Inc.
Charis Industries
4733 Windingcreek
Grand Prairie, Texas 75052
EXHIBIT "A"
March 1, 1999
Mr. L. Mychal Jefferson II
Unicorp, Inc.
3730 Kirby, Suite 1200
Houston, Texas 77098
Re: Invoices of Charis Industries
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
Charis Industries, which total $100,000 and which will be registered pursuant
to a Form S-8 Registration Statement. It is understood that the stock Charis
Industries will receive will be valued at $1.00 per share and, as a result,
Charis Industries will receive 100,000 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/ C. Duane Roberts, President
- -----------------------------------
Charis Industries
Capital Asset Management
5238 Palmal Ave.
Temple City, CA 91780
EXHIBIT "B"
March 1, 1999
Mr. L. Mychal Jefferson II
Unicorp, Inc.
3730 Kirby, Suite 1200
Houston, Texas 77098
Re: S-8 Stock Agreement
Dear Mr. Jefferson:
At the present time, Unicorp, Inc. owes Capital Asset Management at
least $50,000 for consulting services rendered In payment thereof, Capital Asset
Management, Inc. agrees to accept freely trading stock in Unicorp, Inc., worth
$50,000. Unicorp, Inc., will cause to be
prepared and will file the required S-8 to accomplish the issuance of the stock
worth $50,000. Said stock will be issued to Capital Asset Management as soon as
possible after the filing of the Form S-8. In that regard, the stock to be
issued to Capital Asset Management will be valued at $1.00 per share.
Very truly yours,
Capital Asset Management
By: /s/ Steven Chu, President
- ---------------------------------------
Henery A. Schulle
192166 Metric Bld. #133
Austin 78758
EXHIBIT "C"
March 1, 1999
Mr. L. Mychal Jefferson II
Unicorp, Inc.
3730 Kirby, Suite 1200
Houston, Texas 77098
Re: S-8 Stock Agreement
Dear Mr. Jefferson:
At the present time, Unicorp, Inc. owes me,
Inc. at least $30,000for consulting services rendered and incurred. In payment
thereof, I agrees to accept freely trading stock in Unicorp, Inc., worth
$30,000. Unicorp, Inc., will cause to be prepared and will file the required
S-8 to accomplish the issuance of the stock worth $30,000. Said stock will be
issued to me as soon as possible after the filing of the Form S-8. In that
regard, the stock to be issued to me will be valued at $1.00 per share
Very truly yours,
By: /s/ Henry A. Schulle
- -------------------------
Andante Investments Inc.
600 Travis, Suite 6500
Houston, TX 77002
EXHIBIT "D"
March 1, 1999
Mr. L. Mychal Jefferson II
Unicorp, Inc.
3730 Kirby, Suite 1200
Houston, Texas 77098
Re: S-8 Stock Agreement
Dear Mr. Jefferson:
At the present time, Unicorp, Inc. owes Andante Investments Inc. at
least $5,000 for consulting services rendered and incurred. In payment thereof,
Andante Investments Inc. agrees to accept freely trading stock in Unicorp, Inc.,
worth $5000. Unicorp, Inc., will cause to be prepared and will file the required
S-8 to accomplish the issuance of the stock worth $5000. Said stock will be
issued to Andante Investments Inc. as soon as possible after the filing of the
Form S-8. In that regard, the stock to be issued to Andante Investments Inc.
will be valued at $1.00 per share.
Very truly yours,
Andante Investments Inc.
By: /s/ Monica West, President
- -------------------------------------
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
February 28, 1999
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 185,000 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
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 February 28, 1999, 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 28th day of February, 1999.
/s/ Reginald V. Williams
- --------------------------------
REGINALD V. WILLIAMS
