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As filed with the Securities and Exchange Commission on April 23, 1998.
Registration No.__________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ADAIR INTERNATIONAL OIL AND GAS, INC.
(Exact name of issuer as specified in its charter)
Texas 74-2142545
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
3000 Richmond, Suite 100, Houston, Texas 77098
(Address of principal executive offices)
CONSULTING PLAN
(Full title of the plan)
-----------------------
John W. Adair
Chairman of the Board
ADAIR INTERNATIONAL OIL AND GAS, INC.
3000 Richmond, Suite 100,
Houston, Texas 77098
(713) 621-8241
(Name, address and telephone number, including area code, of agent for service)
-----------------------
Copy to:
Robert D. Axelrod
Axelrod, Smith & Kirshbaum
5300 Memorial Drive, Suite 700
Houston, Texas 77007
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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, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [x]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(*) price(*) fee
- ---------- ---------- ------------ -------------- -------------
Common stock, 1,000,000 shares $0.30 $300,000.00 $88.50
no par value
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated pursuant to Rule 457 of the Securities Act of 1933, as
amended, solely for purposes of calculating the registration fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Adair International Oil and Gas, Inc.
(the "Company"), are incorporated herein by reference and made a part hereof:
(a) the Company's Annual Report on Form 10-KSB for the fiscal year ended May
31, 1997; and, (b) all other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since May 31, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof and 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 herein and to be part hereof from the date of the filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4.
The securities offered hereby are registered pursuant to Section 12
of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
It is the position of the Securities and Exchange Commission (the
"Commission") that indemnification against liabilities for violations under the
federal securities laws, rules and regulations is against public policy. See
subparagraph (C) of Item 9 below.
The Articles of Incorporation of the Company ("Articles") provide for
indemnification of Directors and Officers in accordance with the Texas Business
Corporation Act.
Article XI of the Articles of Incorporation of the Company provides as
follows:
Each Director and each officer or former Director or former
officer of this corporation or each person who may have served at its
request as a Director or officer of another corporation in which it
owned shares of capital stock or of which it is a creditor, shall be
indemnified by the corporation against liabilities imposed upon him
and expenses reasonably incurred by him in connection with any claim
made against him, or any action, suit or proceeding to which he may be
a party by reason of his being or having been such
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Director or officer, and against such sums as independent counsel
selected by the Board of Directors shall deem reasonable payment made
in settlement of any such claims, action, suit or proceeding primarily
with a view of avoiding expenses of litigation; provided, however,
that no Director or officer [shall be indemnified who] shall be
adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in performance of duty, or with respect to
any matters which shall be settled by the payment of sums which
counsel selected by the Board of Directors shall not deem reasonably
payment made primarily with a view of avoiding expenses of litigation,
or with respect to matters for which such indemnification would be
against public policy. Such right of indemnification shall be in
addition to any other rights to which Directors and officers may be
entitled.
Article 3.16 of the By Laws of the Company provides as follows:
The Board of Directors shall authorize the corporation to pay
or reimburse any present or former Director or officer of the
corporation any costs or expenses actually and necessarily incurred by
him in any action, suit or proceeding to which he is made a party by
reason of his holding such position; provided, however, that he shall
not receive such indemnification if he be finally adjudicated therein
to be liable for negligence or misconduct in office. The
indemnification herein provided shall also extend to good faith
expenditures incurred in anticipation of, or preparation for,
threatened or proposed litigation. The Board of Directors may, in
proper cases, extend the indemnification to cover the good faith
settlement of any such action, suit, or proceeding, whether formally
instituted or not.
The foregoing discussion of the Company's Articles and of the Texas
Business Corporation Act is not intended to be exhaustive and is qualified in
its entirety by such Articles and statutes, respectively.
ITEM 7.
Not Applicable.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of the Registration
Statement:
Exhibit Number Description of Exhibit
5 Opinion of Axelrod, Smith & Kirshbaum
23(i) Consent of Braden, Bennink, Goldstein,
Gazaway & Company, P.L.L.C.
23(ii) Consent of Axelrod, Smith & Kirshbaum.
See Exhibit 5.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
A. (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;
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(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 this registration statement;
(iii) 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; provided, however, that paragraphs (a) (i) and
(a) (ii) above do not apply if the registration statement is on Form
S-3 or Form S-8 and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the 1934 Act 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 a
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 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 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.
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,
that 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 of
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.
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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 the City of Houston, State of Texas, on April 23, 1998.
ADAIR INTERNATIONAL OIL AND GAS, INC.
By: /s/ John W. Adair
----------------------
John W. Adair,
Chairman of the Board
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 dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John W. Adair Chairman of the Board April 23, 1998
- -------------------- and Director
John W. Adair
/s/ Earl Roberts Director and President April 23, 1998
- --------------------
Earl Roberts
/s/ Jalal Alghani Director and Chief April 23, 1998
- -------------------- Financial Officer
Jalal Alghani
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
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<S> <C>
5 Opinion of Axelrod, Smith & Kirshbaum
23(i) Consent of Braden, Bennink, Goldstein,
Gazaway & Company, P.L.L.C.
23(ii) Consent of Axelrod, Smith & Kirshbaum.
See Exhibit 5.
</TABLE>
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Exhibit 5
AXELROD, SMITH & KIRSHBAUM
An Association of Professional Corporations
ATTORNEYS AT LAW
5300 Memorial Drive, Suite 700
Houston, Texas 77007-8292
Telephone (713) 861-1996
Facsimile (713) 552-0202
April 22, 1998
John W. Adair
Adair International Oil and Gas, Inc
3000 Richmond, Suite 100
Houston, Texas 77098
Dear Mr. Adair:
As counsel for Adair International Oil and Gas, Inc, a Texas
corporation (the "Company"), you have requested our firm to render this opinion
in connection with the registration statement of the Company on Form S-8
("Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), filed with the Securities and Exchange Commission relating to the
registration of the issuance of up to 1,000,000 shares of common stock, no par
value per share (the "Common Stock"), to be issued to certain consultants
pursuant to the Consulting Agreement of the Company.
We are familiar with the Registration Statement and the registration
contemplated thereby. In giving this opinion, we have reviewed the
Registration Statement and such other documents and certificates of public
officials and of officers of the Company with respect to the accuracy of the
factual matters contained therein as we have felt necessary or appropriate in
order to render the opinions expressed herein. In making our examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents presented to us as originals, the conformity to original documents of
all documents presented to us as copies thereof, and the authenticity of the
original documents from which any such copies were made, which assumptions we
have not independently verified.
Based upon the foregoing, we are 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 Texas; and
2. The shares of Common Stock to be issued are validly authorized
and, when issued, delivered and paid for in accordance with the
terms of the Consulting Agreement, will be validly issued,
fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference in the Registration Statement to
Axelrod, Smith, & Kirshbaum under the heading "Exhibits-Opinion."
Very truly yours,
/s/ Axelrod, Smith & Kirshbaum
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Exhibit 23(i)
[Letterhead of Braden, Bennink, Goldstein, Gazaway & Company, P.L.L.C.]
The Board of Directors
Adair International Oil and Gas, Inc.
April 22, 1998
We consent to the incorporation by reference in the registration statement on
Form S-8 of Adair International Oil and Gas, Inc. of our report dated August 8,
1997, relating to the consolidated balance sheets of Adair International Oil
and Gas, Inc. as of May 31, 1997 and May 31, 1996 and the related statements of
operations, changes in stockholders' equity and cash flows for the years then
ended which report appears in the annual report on Form 10-KSB of Adair
International Oil and Gas, Inc.
/s/ Braden, Bennink, Goldstein, Gazaway & Company, P.L.L.C.
