<PAGE>
As filed with the Securities and Exchange Commission on July 24, 1996
Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________
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 $3963.05
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
This amount was calculated in accordance with Rule 457(c) based upon the
average of the high and low prices for the Class A Common Stock on the
NASDAQ Small Cap Market on July 24, 1996.
_______________________
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
PROSPECTUS
9,194,282 SHARES
NEVADA ENERGY COMPANY, INC.
CLASS A COMMON STOCK
($.001 PAR VALUE PER SHARE)
This Prospectus relates to 9,194,282 shares of the Class A Common Stock,
$.001 par value per share (the "Common Stock"), of Nevada Energy Company,
Inc. ("NEC" or the "Company") consisting of (a) 5,436,663 shares of Common
Stock offered for sale for the account of certain shareholders of the Company
(the "Selling Shareholders") as stated below under the caption "Selling
Shareholders", and (b) 3,757,619 shares of Common Stock to be issued to the
holder(s) of the Company's Series A Preferred Shares upon conversion of such
Preferred Shares into Common Stock pursuant to conversion rights granted by
the Company on May 6, 1996.
The Selling Shareholders have advised the Company that sales of the
Common Stock may be made by one or more of them from time to time in
transactions in the open market, in negotiated transactions or a combination
of such methods of sale, at fixed prices which may be changed, at market
prices prevailing at the time of sale at prices related to such prevailing
market prices or at negotiated prices. The Selling Shareholder may effect
(and in some situations may be obligated to effect) such transactions by
selling the Common Stock through broker-dealers, acting as principal or
agent, who may themselves dispose of the Common Stock in transactions on the
NASDAQ Small Cap Market. The broker-dealers may receive compensation in the
form of discounts, concessions or commissions from Selling Shareholders or
the purchasers of the Common stock for whom the broker-dealers act they may
act as agent or to whom they sell as principal, agent or both (which
compensation as to a particular broker-dealer might be in excess of customary
commissions).
None of the proceeds from the sale of the Common Stock will be received
by the Company. The Company will pay all expenses with respect to this
offering, except for brokerage fees, commissions and transfer taxes for the
Selling Shareholders and any fees of separate counsel retained by the Selling
Shareholders, which expenses will be borne by the Selling Shareholders.
The Company's Common Stock is traded on the NASDAQ Small Cap Market
under the symbol "NNRGA." As of July 23, 1996, the last reported sales price
of the Company's Class A Common Stock on the NASDAQ Small Cap Market was
$1.25 per share.
_______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
2
<PAGE>
FOR TRANSACTIONS CONTEMPLATED IN ARIZONA, THE FOLLOWING SHALL APPLY:
"THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE."
FOR TRANSACTIONS CONTEMPLATED IN MINNESOTA, THE FOLLOWING SHALL APPLY:
"THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE MINNESOTA
DEPARTMENT OF COMMERCE NOR HAS THE DIVISION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE."
_______________________
3
<PAGE>
The date of this Prospectus is July 24, 1996.
AVAILABLE INFORMATION
The Company, a Delaware corporation, is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") for small business issuers, and in accordance therewith files
reports, proxy statements, and other information with the Securities and
Exchange Commission (the "Commission"). The Company's Common Stock is listed
on NASDAQ Small Cap Market (the "Exchange") under the symbol "NNRGA."
Reports, proxy statements, and other information filed by NEC with the
Commission and the Exchange may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices located at the Northwest Atrium Center, 500 West Madison Street,
Suite 140, Chicago, Illinois 60661-2511, and Room 1228, 75 Park Place, New
York, New York 10007. Copies of such materials can be obtained by mail from
the Public Reference Branch of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments and exhibits, the "Registration
Statement"), of which this Prospectus forms a part, covering Common Stock to
be sold pursuant to this offering. This Prospectus does not contain all of
the information contained in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. Reference is made to the Registration Statement and to the
Exhibits relating thereto for further information with respect to NEC and the
Common Stock.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Commission by NEC under the
Exchange Act (File No. 0-14873), are incorporated in this Prospectus by
reference:
(1) The Company's Annual Report on Form 10-KSB for the fiscal year
ending February 29, 1996;
(2) The Company's Quarterly Report on Form 10-QSB for the three
months period endeding May 31, 1996;
(3) The Company's Proxy Statement filed pursuant to Section 14 of the
Securities Exchange Act of 1934 for the Company's Annual Meeting of
Shareholders scheduled for August 16, 1996;
(4) The Company's reports on Form 8-K dated March 15, 1996, May 1,
1996 and June 21, 1996.
(5) All other documents filed by the Company, if any, pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the offerings made
hereby.
4
<PAGE>
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offerings made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein is deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or 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 and superseded, to constitute a
part of this Prospectus. All information appearing in this Prospectus is
qualified in its entirety by the information and financial statements
(including Notes thereto) appearing in documents incorporated herein by
reference, except to the extent set forth in this paragraph.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, upon the written or oral request of any
such person, a copy of any or all of the documents incorporated in this
Prospectus by reference, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference into the information that
this Prospectus incorporates). Requests for such copies should be directed
to Nevada Energy Company, Inc., 401 E. Fourth Street, Reno, Nevada 89512
(Tel. No. 702-786-7979).
THE COMPANY
The Company's principal executive offices are located at 401 E. Fourth
Street, Reno, Nevada 89512. Its telephone number is (702) 786-7979.
RECENT DEVELOPMENTS
As discussed in more detail in the Company's Annual Report for the
fiscal year ending February 29, 1996, its Quarterly Report on Form 10-QSB for
the three months ending November 30, 1995, its Quarterly Report on Form
10-QSB for the three months ending May 31, 1996, its Proxy Statement for the
Annual Meeting of Shareholders scheduled for August 16, 1996, and its Forms
8-K dated March 15, 1996, May 1, 1996 and June 21, 1996, there have been
numerous recent developments concerning the Company, including but not
limited to, a sale of Series A Preferred Shares which has resulted in a
change of control in the Company's Board of Directors, the regulation of a
new business plan and a new plan of capitalization. See also, "Material
Changes" herein.
USE OF PROCEEDS
All of the shares of the Common Stock being sold pursuant to this
Prospectus are being sold by the Selling Shareholders. Accordingly, the
Company will not receive any of the proceeds from the sale of the Common
Stock being offered pursuant to this Prospectus.
5
<PAGE>
MATERIAL CHANGES
Subsequent to the close of the Company's fiscal year ended February 29,
1996, the following material changes in the Company's affairs have transpired:
* Attention is specifically drawn to the Management Discussion &
Analysis of Financial Conditions and Results of Operation set
forth in the Company's Quarterly Report on Form 10-QSB for the
three months ending on May 31, 1996, Item 2 and Item 5, and the
Management Discussion & Analysis of Financial Conditions and
Results of Operation set forth in the Company's Annual Report on
Form 10-KSB for the fiscal year ending February 29, 1996, Item 6
and Item 7.
* In its Report on Form 8-K filed as of June 21, 1996, the Company
announced that it had completed its acquisition of Telecom
Technologies, Inc. ("TTI") and related assets from Telecom (AE)
Limited. As of the date of this Prospectus, the Company has not
completed its audit of TTI, which prior to the acquisition was
based primarily on unaudited information, tax returns and
contracts of TTI which did not have financial statements prepared
in accordance with generally accepted accounting standards
reviewed or audited by an independent CPA firm. Accordingly, as
of the date of the Prospectus, the Company cannot submit pro
forma financial statements reflecting the acquisition. The
Company is engaged in preparing the documentation required for
audit by the Company's auditors during the month of August, 1996
and anticipates that it will prepare and file a Report on
Form 8-K on or before September 1, 1996 as required.
* As discussed in the Company's Report on Form 10-QSB for
the three months ending May 31, 1996, there has been a
change of control in the Company's Board of Directors.
Subsequent to that change of control, the Company has
embarked upon a strategy of mergers and acquisitions.
In the process of implementing this strategy, the Company
has become aware of potential conflicts of interest by its
various advisors and consultants. The Company's management and
Board of Directors have taken action to remedy this situation.
SELLING SHAREHOLDERS
This Prospectus covers an aggregate of 5,436,663 shares of the Common
Stock being offered by the Selling Shareholders named in the table below.
Set forth below for each Selling Shareholder is the number of shares of the
Common Stock presently owned, the number of shares being registered hereby,
and the number of shares which will be owned upon completion of the offering
if all the shares being registered hereby are sold. Any or all of the
registered shares may be offered for sale by the Selling Shareholders
pursuant to the Plan of Distribution described below.
6
<PAGE>
SHARES OF
COMMON
STOCK OWNED
SHARES OF SHARES OF IF ALL
COMMON STOCK COMMON STOCK REGISTERED
OWNED BEFORE REGISTERED SHARES
SELLING SHAREHOLDER THIS OFFERING HEREBY ARE SOLD
- ------------------- ------------- ------------ -----------
Richard J. Agar* 7,659 7,659 0
Stephen E. Antisdel* 141,845 28,065 113,780
Robert J. Ault* 1,205 1,205 0
Stephen B. Barker* 12,764 12,764 0
Anna Berg* 12,764 12,764 0
Donald L. Boog* 10,212 10,212 0
Patrick J. Boog* 5,237 5,107 130
Lewis P. Bowers* 3,831 3,831 0
William C. Brey 18,022 18,022 0
Marvin L. Budd* 2,554 2,554 0
Andrea Cascarilla* 3,831 3,831 0
Charles M. Cascarilla* 38,080 27,067 11,013
Sun Ja Cha Antisdel* 31,910 31,910 0
Thomas J. Cloutier* 1,278 1,278 0
David E. Cowan 206,922 145,297 61,635
David E. Cowan, TTEE,
Rock Hill Urology
Clinic PA Profit 191,445 191,445 0
Sun Wha Cuckler* 8,104 8,104 0
F & J Enterprises* 20,408 12,764 7,644
Peter Fraley and Andy Fraley 2,270 2,270 0
Larry Gathman* 31,159 31,159 0
Golden Chance Limited 1,394,762 1,394,762
Guarantee & Trust/TTEE FBO
Jeffrey E. Modesitt, Jr. 21,783 21,783 0
Darrell K. Gorham* 190,789 102,058 88,731
H. Lawrence Herth 371,474 371,474 0
David F. Hume* 132,853 132,853 0
Edna Kassouff*, c/o
Guaranteed Builders 6,808 6,808 0
Mark D. Kassouff*,
c/o Guaranteed Builders 25,952 25,952 0
Stephen B. Kutas, Jr.* 28,030 27,706 324
Stephen B. Kutas, Sr.* 30,035 30,035 0
Stephen B. Kutas, Sr.*
IRA fbo-DLJSC
as custodian 19,289 19,289 0
Kenneth L. Lucas* 6,383 6,383 0
C. Malcolm Mackenzie* 12,764 12,764 0
Erdmen T. Mackenzie* 60,063 60,063 0
Cynthia L. Manning* 5,107 5,107 0
Sonja J. Moody* 9,348 9,348 0
David S. North* 12,091 10,813 1,278
Michael A. Perry* 16,207 16,207 0
7
<PAGE>
Radiology Assoc. of
of Durango* 12,764 12,764 0
Richard and Karen
Schanberger* 12,764 12,764 0
Smith, Katzenstein &
Furlow* 25,525 25,525 0
Gil Sparks and Kay
Sparks, JTWROS* 12,803 12,803 0
Jeffrey Walter Sparks
Trustee of the J. W. Sparks
Revocable Living Trust 14,184 14,184 0
Charles B. Stebbins* 31,910 31,910 0
Fredrick L. Stackable* 12,764 12,764 0
Universal Solutions, Inc. 367,500 367,500 0
Telecom (AE) Limited 2,000,000 2,000,000 0
Albert S. Voegtlin 63,816 63,816 0
Richard West* 8,104 8,104 0
George T. Whittle* 63,816 63,816 0
--------- --------- -------
TOTALS 5,721,189 5,436,663 284,535
--------- --------- -------
--------- --------- -------
* The indicated Selling Shareholders are subject to certain volume
restrictions on their ability to resell their shares of the Common Stock by
agreement with the Company. See Plan of Distribution below for more details
on those volume limitations. Those of the selling shareholders whose names
are not so indicated are under no volume restrictions on their ability to
resell their shares of the Common Stock.
Certain of the Selling Shareholders have, or have had within the past
three (3) years, positions, offices, or other material relationships with the
Company or its affiliates. Mr. Stephen E. Antisdel was a Director of the
Company from November 20, 1990 to October 31, 1992 and he is the brother of
Mr. Jeffrey E. Antisdel, who is the President of the Company and was a
Director until his resignation, and Jeffrey Antisdel. Sun Ja Cha Antisdel,
is the wife of Jeffrey Antisdel, the Company's President. Mr. Charles M.
Cascarilla is the brother of Mr. Richard A. Cascarilla, who is the Company's
General Counsel and Secretary and was a Director of the Company until his
resignation on May 1, 1996. Jeffrey E. Modesitt, Jr., the son of Mr. Jeffrey
E. Modesitt, Sr., was a Director of the Company until his resignation on May
3, 1996. Mrs. Edna Kassouff is the mother of Mr. Michael R. Kassouff, who
was a Director of the Company until his resignation on May 3, 1996. Mr. Mark
D. Kassouff is the brother of Mr. Michael R. Kassouff.
As noted above, certain of the Selling Shareholders (those whose names
are marked with an asterisk (*) are subject to certain volume restrictions on
their ability to resell their shares of the Common Stock. Generally, those
Selling Shareholders are limited to selling a maximum of one thousand (1,000)
shares of the Common Stock, per week, on a cumulative basis. Those volume
restrictions expire approximately two (2) years after the respective dates of
purchase by each of the selling shareholders who are subject to those volume
restrictions. In addition, those volume restrictions may be waived at any
time by the Company if it so chooses.
8
<PAGE>
COMMON SHARES TO BE ISSUED UPON CONVERSION
This Prospectus also covers 3,757,619 Common Shares to be issued to the
holder(s) of Series A Preferred Shares upon conversion of such Preferred
Shares pursuant to rights issued by the Company on May 6, 1996, as follows:
SHARES OF
SHARES OF COMMON STOCK COMMON STOCK
SERIES A OWNED COMMON STOCK TO BE OWNED IF
SERIES A OWNED TO BE ISSUED ALL REGISTERED
AT THE OFFERING UPON CONVERSION SHARES ARE SOLD
--------------- --------------- ---------------
Golden Chance, Limited 3,757,619 3,757,619 0
PLAN OF DISTRIBUTION
The Selling Shareholders have advised the Company that sales of the
Common Stock may be made by one or more of them from time to time in
transactions in the open market, in negotiated transactions or a combination
of such methods of sale, at fixed prices which may be changed, at market
prices prevailing at the time of sale, at prices related to such prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Shareholder may effect (or may be required to
effect) such transactions by selling the Common Stock or through
broker-dealers, acting as principal or agent, who may themselves dispose of
the Common Stock in transactions on the NASDAQ Small Cap Market. The
broker-dealers may receive compensation in the form of discounts, concessions
or commissions from Selling Shareholders or the purchasers of the Common
stock for whom the broker-dealers act they may act as agent or to whom they
sell as principal or agent or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
Any broker-dealer who participates with one or more of the Selling
Shareholders in the distribution of the Common Stock offered hereby may be
deemed to be an "underwriter" within the meaning of the Securities Act, and
any commissions and/or discounts received by such broker-dealer and any
profit on the resale of the Common Stock by such broker-dealer might be
deemed to be underwriting commissions and discounts under the Securities Act.
EXPERTS
The consolidated financial statements and the related consolidated
financial statement schedules of the Company incorporated by reference from
the Company's Annual Report for fiscal year ending February 28, 1996 on Form
10-KSB filed with the Commission have been audited by Kafoury, Armstrong &
Co., independent auditors, as stated in their report, which is incorporated
herein by reference, and have been so incorporated in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing.
9
<PAGE>
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon by
Mr. Richard A. Cascarilla, Corporate Secretary and General Counsel of NEC.
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED OR AS
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR BY THE SELLING SHAREHOLDERS. THIS PROSPECTUS IS
NOT AN OFFER TO SELL, OR A SOLICITATION OF ANY ORDER TO BUY, BY ANY PERSON IN
ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF.
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities Exchange Commission
Registration Fee . . . . . . . . . . . . . . . . . . $ 3,963.05
Accounting Fees and Expenses . . . . . . . . . . . . 2,000.00
Legal Fees and Expenses. . . . . . . . . . . . . . . 10,000.00
Blue Sky Fees and Expenses . . . . . . . . . . . . . 8,000.00
NASDAQ Additional Listing Fees . . . . . . . . . . . 7,500.00
Total. . . . . . . . . . . . . . . . . . . $31,463.05
All amounts, except the Commission Registration Fee, are estimated.
Selling commissions and fees and any expenses of counsel to the Selling
Shareholders shall be borne by the Selling Shareholders. All other expenses
shall be borne by the Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 of the General Corporation Law of the
State of Delaware (the "Delaware GCL"), which provides for indemnification of
directors, officers and other employees in certain circumstances, and to Section
102(b)(7) of the Delaware GCL, which provides for the elimination or limitation
of the personal liability for monetary damages of directors under certain
circumstances. Paragraph 12. of the Certificate of Incorporation of NEC, as
amended, and NEC's By-Laws eliminate the personal liability for monetary damages
of directors under certain circumstances.
II-1
<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 Consent of Richard A. Cascarilla, Esq., Corporate Secretary and
General Counsel of NEC (included in Exhibit 5).
23(i) Consent of Kafoury, Armstrong & Company, independent public
accountants for NEC.
24 Power of Attorney (See Signature Page to this Registration Statement)
II-2
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(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; (ii) to reflect in the prospectus any facts or events which
individually or together represent a fundamental change in the information
set forth in the Registration Statement; (iii) to include any material
information on the plan of distribution; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) 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 Securities Exchange Act of 1934 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 post-effective amendment shall be treated as a
new registration statement relating to the securities offered, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering.
(3) To file a post-effective amendment to remove from registration
any of the securities being registered which remain unsold at the end of
the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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.
(c) In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer 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 small business issuer 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 Securities Act and will be governed by
the final adjudication of such issue.
II-3
<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 24th day of
July, 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-4
<PAGE>
Date: July 24, 1996 By: /s/ Jeffrey E. Antisdel
---------------------- -------------------------------
Jeffrey E. Antisdel,
President and Chief
Executive Officer
Date: July 24, 1996 By: /s/ Kenton H. Bowers
---------------------- -------------------------------
Kenton H. Bowers,
Controller
Date: July 24, 1996 By: /s/ Charles Cain
---------------------- -------------------------------
Charles Cain
Director
Date: July 24, 1996 By: /s/ Peter Cannell
---------------------- -------------------------------
Peter Cannell
Director
Date: July 24, 1996 By: /s/ John C. Gould
---------------------- -------------------------------
John C. Gould
Director
II-5
<PAGE>
EXHIBIT 5
July 24, 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 (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 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.
Reno, Nevada
July 24, 1996
