As filed with the Securities and Exchange Commission on December 23, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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) (I.R.S. Employer Identification No.)
of Incorporation or organization)
1187 Coast Village Road #1-381
Santa Barbara, CA 93108
(Address of principal executive offices)
Consulting/Compensation Plan
(Full title of plan)
Kevin J. Quinn
11400 W. Olympic Blvd. 2nd Floor
Los Angeles, Ca 90405
(Name of address of agent for service)
(213) 680-9900
(telephone number, including area code,
of agent for service)
Page one of 13 pages contained in the sequential numbering system.
The Exhibit order may be found at page 7.
<PAGE>
COPIES TO:
Kevin J. Quinn Stefan N. Tevis, President
11400 W. Olympic Blvd., 2nd Floor Nevada Energy Company, Inc.
Los Angeles, Ca 90064 1187 Coast Village Road #1-381
Santa Barbara, CA 93101
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities To Amount To Offering Price Aggregate Amount of
Be Registered Be Registered(1) Per Share(3) Offering Price(3)
Registration Fee
- ------------- ---------------- ------------ ----------------- ----------
- ------
<S> <C> <C> <C> <C>
Class A 2,500,000 $0.25 $625,000 $189.39
Common Stock
</TABLE>
(1) Pursuant to Rule 416, the number of shares being registered shall be
adjusted to include any additional shares of Common Stock that may become
issuable as a result of stock splits, stock dividends, or similar transactions
in accordance with anti-dilution provisions of stock options, and anti-dilution
adjustments to the amount of Common Stock shares issuable pursuant to stock
options exercised thereafter.
(2) Represents 2,500,000 to be issued pursuant to the informal
consulting/compensation plan of Registrant and includes re-offers of such
shares.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (c) and (h), based upon the average of the bid and asked
price of the Common Stock Shares on December 20, 1996.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan information
Omitted as permitted.
Item 2. Registrant information and Employee Plan Annual Information.
Not Applicable
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Nevada Energy Company, Inc. (the "Company") are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended February 29, 1996 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act").
(b) All other reports filed by the Company pursuant to Section 13(a) or
15 (d) of the Securities Exchange Act since the end of the Company's
fiscal year ended February 29, 1996.
All reports or other documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
shall be deemed to incorporated by reference herein and to be a part hereof from
the respective dates of filing of such reports or documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Names Experts and Counsel.
Not applicable
Item 6. Indemnification of Directors and Officers.
Not applicable.
Item 7. Exemption from Registration Claimed.
Not applicable.
3
<PAGE>
Item 8. Exhibits
5 Opinion and Consent of Kevin J. Quinn
23.1 Consent of Kevin J. Quinn
(Included in Exhibit 5)
23.2 Consent of Kafoury, Armstrong & Company
24 Power of Attorney (page 6 of this Registration Statement)
Item 9. 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, as amended (the "Securities
Act")
(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 the registration
statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to
information required to be included in a post-effective amendment by those
paragraphs which are contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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.
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<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions of Item 6 of this registration statement,
or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
5
<PAGE>
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 Santa Barbara, California, on December 20, 1996.
NEVADA ENERGY COMPANY, INC.
By: \s\ Stefan N. Tevis
--------------------
Stefan N. Tevis
Chairman of the Board and
Chief Executive Officer
We the undersigned, directors and officers of Nevada Energy Company, Inc., do
hereby constitute and appoint Stefan N. Tevis and Kenton H. Bowers, or either of
them, acting individually, as our true and lawful attorneys and agents to do any
and all acts and things in our name and on behalf, in our capacities indicated
below which said attorneys and agents, or any one of them, may deem necessary or
advisable to enable said corporation to comply with the Securities and Exchange
Commission, in connection with this Registration statement, or amendment
thereto, including specifically, but without limitation, power and authority to
sign for us or any of us in our names and in our capacities indicated below, any
and all amendments (including post-effective amendments) hereof and we do hereby
ratify and confirm all that the said attorneys and agents, or any of them, shall
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated.
\s\ Stefan Tevis Chief Executive Officer and December 20, 1996
- ---------------------------- Director (Principal Executive
Stefan N. Tevis Officer)
\s\ Ken Bowers Vice-President Finance December 20, 1996
- ---------------------------- (Chief Financial Officer)
Kenton H. Bowers
\s\ Charles A. Cain Chairman of the Board, December 20, 1996
- ---------------------------- Director
Charles A. Cain
\s\ Peter J. Cannell Director December 20, 1996
- ----------------------------
Peter J. Cannell
6
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
- ------- ----
5 Opinion and Consent of Kevin J. Quinn................................8
23.1 Consent of Kevin J. Quinn (Included in Exhibit 5)....................8
23.2 Consent of Kafoury, Armstrong & Company..............................9
24 Power of Attorney (page 6 of this Registration Statement)............6
99 Prospectus..........................................................10
7
Kevin J. Quinn
A Professional Corporation
11400 W. Olympic Boulevard Second Floor
Los Angeles, California 90064-1544
Telephone (310) 914-0161
Fax (310) 914-0162
December 17, 1996
Nevada Energy Company, Inc.
510 Castillo Street
Santa Barbara, Ca 93101
Re: Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the Registration Statement, on Form
S-8 together with exhibits thereto, to be filed by you relating to the
registration of 2,500,000 shares of Class A Common Stock, par value $.001 peer
share (the "Common Stock") issuable in connection with Nevada Energy Company,
Inc., a Delaware corporation (the "Company") Consulting/Compensation plan. We
are familiar with the proceedings taken and to be taken by the Company in
connection with the issuance of shares of Common Stock under the Plan and the
authorization of such issuance thereunder, and have examined such documents and
such questions of law and fact as we have deemed necessary in order to express
the opinion hereinafter stated.
Based on the foregoing it is our opinion that the shares of Class A
Common Stock of the Company to be issued pursuant to such plan have been duly
authorized, and that such Common Stock, when issued in accordance with the terms
of the plan will be legally and valid issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement.
Very truly yours,
/s/ Kevin J. Quinn
- ---------------------
Kevin J. Quinn
8
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the inclusion in this Registration Statement on Form S-8
of our report dated may 31, 1996, on our audit of the consolidated financial
statements and schedules of Nevada Energy Company, Inc. (the "company"),
included in the Company's Form 10-KSB for the fiscal year ended February 29,
1996, which report is incorporated by reference herein.
/s/ Kafoury, Armstrong & Company
- --------------------------------
Kafoury, Armstrong & Company
Date: December 23, 1996
9
PROSPECTUS
This document constitutes part of a Prospectus covering securities that have
been registered under the Securities Act of 1933.
NEVADA ENERGY COMPANY, INC.
2,500,000 of Class A Common Stock
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOT HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
NEVADA ENERGY COMPANY, INC.
CONSULTING/COMPENSATION PLAN
Ordinary Shares of Nevada Energy Company, Inc. (the "Company") covered by
this Prospectus may be issued from time to time to consultants and professionals
("Selling Shareholders") pursuant to the Consulting/Compensation Plan ("Plan").
THIS PROSPECTUS MAY NOT BE USED FOR REOFFERS OR RESALE'S OF ORDINARY SHARES
ACQUIRED HEREUNDER. AN "AFFILIATE" OF THE COMPANY, AS DEFINED IN RULE 405 OF THE
GENERAL RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, MAY
PUBLICLY REOFFER OR RESELL ORDINARY SHARES ACQUIRED HEREUNDER ONLY PURSUANT TO
AN APPLICABLE EXEMPTION FROM REGISTRATION SUCH AS PROVIDED IN RULE 144 UNDER THE
SECURITIES ACT OF 1933.
A BENEFICIAL OWNER OF MORE THAN 10% OF THE ORDINARY SHARES OF THE COMPANY
SHOULD CONSIDER THE APPLICABILITY OF SECTIONS 16(a) AND 16(b) OF THE SECURITIES
EXCHANGE ACT OF 1934 IN CONNECTION WITH THE ACQUISITION AND THE DISPOSITION OF
THE ORDINARY SHARES OF THE COMPANY ACQUIRED PURSUANT TO THE PLAN.
IT IS ADVISABLE FOR SELLING SHAREHOLDERS TO CONSULT WITH LEGAL COUNSEL
CONCERNING THE SECURITIES AND TAX LAW IMPLICATIONS OF THE ACQUISITION OF SHARES
UNDER THE PLAN OR THE DISPOSITION OF SUCH SHARES.
The date of this Prospectus is December 23, 1996.
10
<PAGE>
The Selling Shareholders may offer the Ordinary Shares from time to time in
negotiated transactions in the over-the-counter market, at fixed prices which
may be changed from time to time, at market prices prevailing at the time of the
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Shareholders may effect such transactions by selling the
Ordinary Shares to or through securities broker/dealers, and such broker/dealers
may receive compensation in the form of discounts, concessions, or commissions
from the Selling Shareholders and/or the purchasers of the Ordinary Shares from
whom such broker/dealers may act as agent or to whom they sell as principal, or
both (which compensation as to a particular broker/dealer might be in excess of
customary commissions). See "Selling Shareholders" and "Plan of Distribution")
The Company will not receive any of the proceeds from the sale of the
Ordinary Shares by the Selling Shareholders. The Company has agreed to bear all
expenses of this Offering, other than underwriting discounts, selling
commissions and fees and expenses of counsel and other advisers to the Selling
Shareholders.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information concerning the Company can be inspected and copies at Room 1024 of
the Commission's office at 450 Fifth Street, N.W., Washington, D.C. 20549, and
the Commission's Regional Offices in New York (26 Federal Plaza, New York, New
York 10278), and Chicago (Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, IL 60661-2511), and copies of such material can be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.
Washington, D.C. 20549, at prescribed rates. This Prospectus does not contain
all information set forth in the Registration Statement of which this Prospectus
forms a part and exhibits thereto which the Company has filed with the
Commission under the Securities Act and to which reference is hereby made.
The Company periodically sends annual reports to its shareholders. The
Company's annual reports include the Company's financial independent certified
public Accountants.
DOCUMENTS INCORPORATED BY REFERENCE
The Company will provide, without charge, to each person to whom a copy of
the Prospectus is delivered, including any beneficial owner, upon the written or
oral request of such person, a copy of any or all of the documents less such
exhibits are specifically incorporated by reference into this Prospectus).
Requests should be directed to:
Nevada Energy Company, Inc.
1187 Coast Village Road, # 1-381
Santa Barbara, CA 93108
Tel: (805) 884-8350
11
<PAGE>
The following documents filed with the Commission by the Company (Commission
File No. 1-12836) are hereby incorporated by reference into this Prospectus:
The Company's Annual Report on Form 10-KSB for the year ending February 29,
1996, and all documents filed with the Commission 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 offering registered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of the filing of such documents. Any reference herein
shall be deemed to be modified or superseded fro the purposes of this Prospectus
to the extent that a statement contained herein modifies or supersedes such
statement. Such statement so modified or superseded shall not be deemed, except
as so modified or superseded to constitute a part of this Prospectus.
USE OF PROCEEDS
All of the shares offered by this Prospectus are being offered by an owner of
the Company's Ordinary Shares (the Selling Shareholders) and were issued by the
Company as payment for services rendered. None of the proceeds from this
Offering will be received by the Company. Expenses expected to be incurred by
the Company in connection with this offering are estimated to be approximately
$25,000. The Selling Shareholders will pay all commission and other compensation
to any securities broker/dealers through which he sells any of the Ordinary
Shares
SELLING SHAREHOLDERS
The Company may issue up to 2,500,000 shares of its Class A Common Stock to
the Selling Shareholders as payment for services provided to the Company. The
Company has filed a Form S-8 registration statement under the Securities Act of
1933, of which this Prospectus forms a part with respect to the resale in the
market or in privately negotiated transactions.
PLAN OF DISTRIBUTION
The Selling Shareholders may sell the Shares offered by this Prospectus from
time to time in negotiated transactions in the over-the-counter market at fixed
prices which may be changed from time to time, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Shareholders may effect such transactions by
selling the Ordinary Shares to or through broker/dealers, and such brokers
commissions from the Selling Shareholders and/or the purchasers of the Ordinary
Shares for whom such broker/dealers may act as agent or to whom they may sell,
as principal, or both (which compensation as to a particular broker/dealer may
be in excess of customary compensation).
The Selling Shareholder and any broker/dealers who act in connection with the
sale of the Ordinary Shares hereunder may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act of 1933, and any commissions
received by them and profit on any resale of the Ordinary Shares as principal
might be deemed to be underwriting discounts and commissions under the
Securities Act of 1933.
12
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The Company has advised the Selling Shareholders that they and any securities
broker/dealers or other who may be deemed to be statutory underwriters will be
subject to the Prospectus delivery requirements under the Securities Act of
1933. The Company has also advised the Selling Shareholders that in the event of
a "distribution" of the shares owned by the Selling Shareholders, such Selling
Shareholders, any "affiliated purchasers", and any broker/dealer or other person
who participates in such distribution may be subject to Rule 10b-6 under the
Securities Exchange Act of 1934 until their participation in that distribution
is completed. A "distribution" as defined in Rule 10b-6 as an offering of
securities "that is distinguished from ordinary trading transactions by the
magnitude of the offering and the presence of special selling efforts and
selling methods". The Company has also advised the Selling Shareholders that
Rule 10b-7 under the 1934 Act prohibits any "stabilizing bid" or "stabilizing
purchase" for the purpose of pegging, fixing or stabilizing the price of the
Ordinary Shares in connection with this offering.
Rule 10b-6 makes it unlawful for any person who is participating in a
distribution to bid for or purchase stock of the same class as is the subject of
the distribution. If Rule 10b-6 applies to the offer and sale of any of the
Ordinary Shares, then participating broker/dealers will be obligated to cease
market-making activities nine business days prior to their participation in the
offer and sale of such Ordinary Shares and may not recommence market-making
activities until their participation in the distribution has been completed. If
Rule 10b-6 applies to one or more of the principal market-makers in the
Company's, the market price of such stock could be adversely affected.
RESTRICTIONS ON RESALE OF COMMON STOCK
Ordinary Shares acquired under the Plan by an affiliate may be resold only
pursuant to the registration requirements of Securities Act of 1933, Rule 144,
or another applicable exemption therefrom. Generally, sales of securities,
including Ordinary Shares of the Company (including the Ordinary Shares acquired
pursuant to the Plan) by a beneficial owner of more tan 10% of the Ordinary
Shares may give rise to the right of the Company to recapture any profit from
such transactions pursuant to Section 16(b) of the Securities Exchange Act of
1934.
It is advisable for Selling Shareholders to consult with legal counsel
concerning the securities law implications of the acquisition of Ordinary Shares
under the Plan and the disposition of such shares.
REGISTRANT INFORMATION
All documents that are incorporated by reference into the Registration
Statement of which this Prospectus forms a part are hereby incorporated by
reference into this Prospectus.
The information contained in this Prospectus may be supplemented or updated
from time to time by means of appendices, prospectus supplements, post-effective
amendments or a combination of such means. In addition, as described above
certain documents filed with the Commission by the Company are incorporated by
reference into this Prospectus.
13
