<PAGE>
As filed with the Securities and Exchange Commission on August 15, 1996
Registration No. 333-7513
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMENDMENT NO. 1
AMENDMENT TO PART TWO
______________
NEVADA ENERGY COMPANY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
84-0897771
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
401 E. FOURTH STREET
RENO, NEVADA 89512
(702) 786-7979
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JEFFREY E. ANTISDEL, PRESIDENT
NEVADA ENERGY COMPANY, INC.
401 E. FOURTH STREET
RENO, NEVADA 89512
(702) 786-7979
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy To:
WALTER & HAVERFIELD
ATTN: VAN P. CARTER, ESQ.
50 PUBLIC SQUARE
SUITE 1300
CLEVELAND, OHIO 44113
(216) 781-1212
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement.
______________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
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]
_______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of each class Amount offering aggregate Amount of
of securities to to be price per offering registration
be registered registered unit(1) price(1) fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
$.001 par value 9,194,282 Shares $1.2498601 $11,492,845.00 $3963.05
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
This amount was calculated in accordance with Rule 457(c) based upon the
average of the high and low prices for the Class A Common Stock on the
NASDAQ Small Cap Market on July 24, 1996.
_______________________
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER
- -------
3(i)* Articles of Incorporation of Munson Geothermal, Inc. (the Company's
former name) incorporated herein by reference to the Exhibits to NEC's
Registration Statement on Form S-18 (File No. 23-84206-D).
3(i)* Certificate of Amendment to Certificate of Incorporation of Munson
Geothermal, Inc. (the Company's former name) to change name to Nevada
Energy, Inc., dated December 3, 1990, incorporated herein by reference
to the Exhibits to the Company's Form 10-K for the fiscal year ended
February 29, 1992.
3(i)* Certificate of Amendment to Certificate of Incorporation of the
Company to effect one for four reverse stock split, dated June 25,
1992, incorporated herein by reference to the Exhibits to the
Company's Form 10-K for the fiscal year ended February 28, 1993.
3(i)* By-Laws of the Company incorporated by reference to the Exhibits to
the Company's Registration Statement on Form S-18 (File No. 23-84206-
D).
4* Registrant's Form 10-QSB for the three month period ending November
30, 1995.
4* Registrant's Form 10-KSB for the fiscal year ending February 29, 1996.
4* Registrant's Form 10-QSB for the three month period ending May 31,
1996.
4* Registrant's Forms 8-K dated March 15, 1996, May 1, 1996 and June 21,
1996.
4* Registrant's Proxy Statement filed pursuant to Section 14 of the
Securities Exchange Act of 1934 for the Annual Meeting of Shareholders
to be held on August 16, 1996.
4* All other reports, if any, filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year
ended February 28, 1995.
5 Opinion of Richard A. Cascarilla, Esq., Corporate Secretary and
General Counsel of NEC.
23.1 Consent of Richard A. Cascarilla, Esq., Corporate Secretary and
General Counsel of NEC (included in Exhibit 5).
23.2 Consent of Kafoury, Armstrong & Company, independent public
accountants for NEC.
24 Power of Attorney (See Signature Page to this Registration Statement)
- --------------------
* All exhibits so marked are hereby incorporated by reference.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, NEC Company,
the Registrant, certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Reno, and State of Nevada on the 15th day of
August, 1996.
NEVADA ENERGY COMPANY, INC.
(Registrant)
By: /s/ Jeffrey E. Antisdel
---------------------------------
Jeffrey E. Antisdel,
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENCE that each person whose signature appears
below constitutes and appoints Jeffrey E. Antisdel and Kenton H. Bowers, and
each of them, as his true and lawful attorneys-in-fact and agents 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) 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, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their 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 dates indicated.
II-3
<PAGE>
Date: August 15, 1996 By: /s/ Jeffrey E. Antisdel
---------------------- -------------------------------
Jeffrey E. Antisdel,
President and Chief
Executive Officer
Date: August 15, 1996 By: /s/ Kenton H. Bowers
---------------------- -------------------------------
Kenton H. Bowers,
Controller
Date: August 15, 1996 By: /s/ Charles Cain
---------------------- -------------------------------
Charles Cain
Director
Date: August 15, 1996 By: /s/ Peter Cannell
---------------------- -------------------------------
Peter Cannell
Director
Date: August 15, 1996 By: /s/ John C. Gould
---------------------- -------------------------------
John C. Gould
Director
II-4
<PAGE>
EXHIBIT 5 & EXHIBIT 23.1
August 13, 1996
Board of Directors
Nevada Energy Company, Inc.
401 E. Fourth Street
Reno, Nevada 89512
RE: REGISTRATION STATEMENT ON FORM S-3
----------------------------------
Gentlemen:
I have acted as counsel for Nevada Energy Company, Inc. (the "Company") in
connection with the Registration Statement on Form S-3/A (the "Registration
Statement"). The Company proposes to file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to (a)
the proposed sale by certain shareholders of the Company of 5,436,663 issued
and outstanding shares of the Company's Class A Common Stock, $.001 par value
per share (the "Shares"), as described in the Registration Statement and (b)
the proposed issuance of 3,757,619 Shares upon conversion of the Series A
Preferred Shares. In connection with the filing of the Registration
Statement, I am of the opinion that:
1. The Company is duly organized and validly existing under the laws of
the State of Delaware.
2. The Shares when issued are duly authorized, validly issued, fully paid
and nonassessable.
I further consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
statement made in reference to me under the caption "Legal Matters" in the
Prospectus which is made a part of the Registration Statement.
Very truly yours,
/s/ RICHARD A. CASCARILLA
- ----------------------------------
Richard A. Cascarilla
Corporate Secretary and
General Counsel
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors of
Nevada Energy Company, Inc.
We consent to the incorporation by reference in this Registration Statement
of Nevada Energy Company, Inc. on Form S-3/A of our report dated May 31, 1996
appearing in the Annual Report on Form 10-KSB of Nevada Energy Company, Inc.
for the year ended February 29, 1996 and to the reference to us under the
heading "Experts" in the Prospectus which is a part of this Registration
Statement.
KAFOURY, ARMSTRONG & CO.
/s/ KAFOURY, ARMSTRONG & CO.
- ----------------------------------------
Kafoury, Armstrong & Co.
Reno, Nevada
August 13, 1996
