<PAGE>
As filed with the Securities and
Exchange Commission on August 18, 1997
File No. _________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the
Securities Act of 1933
WHITE CLOUD EXPLORATION, INC.
(Exact Name of Registrant as Specified in its Charter)
Utah 0-114244 84-0950153
(State of (Commission File No.) (IRS Employer ID No.)
Incorporation)
1430 Larimer Street, #209, Denver, CO 80202
(Address of Principal Executive Offices)
1997 Employee/Consultant Stock Compensation Plan
(Full Title of Plan)
Steven C. Signer
1430 Larimer Street, #209
Denver, CO 80202
(Name and Address of agent for service)
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 line: X
---
CALCULATION OF REGISTRATION FEE
-------------------------------
Title of Proposed(1)(2) Proposed(2) Amount of
Securities to Amount to Maximum Offering Maximum Aggregate Registration
be Registered be Registered Price Per Share Offering Price Fee(3)
- ------------- ------------- ---------------- ---------------- ------------
Common Stock 450,000 $.01 $450,000 $100.00
<PAGE>
(1) The securities registered hereunder are shares of the registrant's
common stock, $.0001 par value.
(2) Estimated for purpose of calculating the registration fee
(shares have no established trading price for over 5 years).
(3) The fee with respect to these shares has been calculated
pursuant to Rules 457(h) and 457(c) under the Securities Act
of 1933, as amended, and based upon the average of the bid and
ask prices per share of the Registrant's Common Stock on a
date within five (5) days prior to the date of filing of this
Registration Statement, if any, as quoted on Nasdaq. (Since no
quote is now published, it was assumed at $.01).
(4) Shares of the registrant's common stock issuable to consultants under
the registrant's 1997 Consultant Stock Compensation Plan.
Item 3. Incorporation of Certain Documents by Reference.
The following documents are following by reference into the
registration statement:
(a) -1. The Company's Annual Report on Form 10-KSB for the year
ended June 30, 1996, and Form 10-QSB for March 31, 1997 and Form
10-QSB for December 31, 1996 and all other reports filed pursuant
to section 13(a) or 15(d) since the end of the year covered by
above annual report.
(a) -2. The Company's Registration Statement on Form 10 File No.
0-114244.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 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 hereby have been sold or which de-registers all securities
covered hereby then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of filing of such documents, except as to any portion of any
future Annual or Quarterly Report to Stockholders which is deemed
to be modified or superseded for purposes of this Registration
Statement to the extent that such statement is replaced or modified
by a statement contained in a subsequently dated document
incorporated by reference or contained in this Registration
Statement.
The description of the Company's common stock which is contained in
the Company's registration statement filed under Section 12 of the
Securities Exchange Act of 1934, including any amendments or
reports filed for the purpose of updating such description.
<PAGE>
Item 4. Description of Securities.
Securities are registered under Section 12 of the Exchange Act.
Item 5. Interest of Named Experts and Counsel.
The validity of the issuance of the securities registered pursuant
to this registration statement is being passed upon for the Company
by Levy & Levy, P.A., William N. Levy, Suite 309, Plaza 1000, Main
Street, Voorhees, New Jersey 08043-4634.
Item 6. Indemnification of Directors and Officers.
The Utah Corporation Act (the "Act") provides that a corporation
may indemnify a director or officer of the corporation and to
purchase and maintain liability insurance for those persons as, and
to the extent permitted by the Act.
The Company's By-Laws limits directors' liability for monetary
damages for breaches of their duties of care owed the Company to
the fullest extent permitted by Utah law.
Item 7. Exemption from Registration Claimed.
Does not apply.
Item 8. Exhibits.
5.1 Opinion of Levy & Levy, P.A. regarding the legality of
the securities being offered hereby.
10.1 Employee Compensation Plan
24.1 Consent of Michael Johnson & Company, P.C.
24.2 Consent of Levy & Levy, P.A. (contained in Exhibit 5.1)
Item 9. Undertakings.
The undersigned hereby undertakes:
(1)(a) 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 arising
after the effective date of the 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;
(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 (1)(i) and (1)(a)(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.
(b) 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 benefit offering
thereof.
(2) 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 Plan.
(3) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
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 benefit offering thereof.
(4) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom
the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to
provide such interim financial information.
(5) 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 labilities (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.
<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 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 Denver,
State of Colorado, on the 18th day of August, 1997.
WHITE CLOUD EXPLORATION, INC.
By: /s/Steven C. Signer
-----------------------
Steven C. Signer, President
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.
Signature Title Date
/s/Steven C. Signer President & Director, August 18, 1997
- ----------------------- --------------------- ---------------
/s/Dev Mahanti Secretary, Director August 18, 1997
- ----------------------- --------------------- ---------------
a:whitecloud:forms-8.97
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
___________________________
WHITE CLOUD EXPLORATION, INC.
<PAGE>
EXHIBIT INDEX
Exhibit
Number
5.1 Opinion of Levy & Levy, P.A. regarding
the legality of the securities being offered
hereby.
10.1 Employee/Consultant Compensation Plan
24.1 Consent of Michael Johnson, P.C.
24.2 Consent of Levy & Levy, P.A.
(contained in Exhibit 5.1)
EXHIBIT 5.1
<PAGE>
LEVY & LEVY, P.A.
William Levy, Esq.
Suite #309, Plaza 1000
Main Street
Voorhees, NJ 08043-4634
(609) 751-9494 fax:(609) 751-9779
August 18, 1997
WHITE CLOUD EXPLORATION, INC.
1430 Larimer Street, 209
Denver, CO 80202
Re: S-8 for White Cloud Exploration, Inc.
Gentlemen:
At your request, I have examined the form of Registration
Statement which you are filing with the Securities and Exchange
Commission, on Form S-8 (the "Registration Statement"), in
connection with the registration under the Securities Act of 1933,
as amended, of 450,000 shares of your Common Stock (the "Stock")
issuable pursuant to the 1997 Employee/Consultant Compensation
Plan. (the "Plan").
In rendering the following opinion, I have examined and relied
only upon the documents, and certificates of officers and directors
of the Company as are specifically described below. In my
examination, I have assumed the genuineness of all signatures, the
authenticity, accuracy and completeness of the documents submitted
to me as originals, and the conformity with the original documents
of all documents submitted to me as copies. My examination was
limited to the following documents and not others:
1. Certificate of Incorporation of the Company, as amended
to date;
2. Bylaws of the Company, as amended to date;
3. Certified Resolutions adopted by the Board of Directors
of the Company authorizing the Plan and the issuance of the Stock.
4. The Registration Statements.
5. The Form of Plan.
I have not undertaken, nor do I intend to undertake, any
independent investigation beyond such documents and records, or to
verify the adequacy of accuracy of such documents and records.
Based on the foregoing, it is my opinion that the Stock to be
issued under the Plan, subject to effectiveness of the Registration
Statement and compliance with applicable blue sky laws, and
execution of the Plan in the form referred to herein, when issued
under the Plan, will by duly and validly authorized, fully paid and
non-assessable.
I express no opinion as to compliance with the securities or
"blue sky" laws of any state in which the Stock is proposed to be
offered and sold or as to the effect, if any, which non-compliance
with such laws might have on the validity of issuance of the Stock.
I consent to the filing of this opinion as an exhibit to any
filing made with the Securities and Exchange Commission or under
any state or other jurisdiction's securities act for the purpose of
registering, qualifying or establishing eligibility for an
exemption from registration or qualification of the Stock described
in the Registration Statement in connection with the offering
described therein. Other than as provided in the preceding
sentence, this opinion (i) is addressed solely to you, (ii) may not
be relied upon by any other party, (iii) covers only matters of
Kansas and federal law and nothing in this opinion shall be deemed
to imply any opinion related to the laws of any other jurisdiction,
(iv) may not be quoted or reproduced or delivered by you to any
other person, and (v) may not be relied upon for any other purpose
whatsoever. Nothing herein shall be deemed to relate to or
constitute an opinion concerning any matters not specifically set
forth above.
By giving you this opinion and consent, I do not admit that I
am a expert with respect to any part of the Registration Statement
or Prospectus within the meaning of the term "expert" as used in
Section 11 of the Securities Act of 1933, as amended, or the Rules
and Regulations of the Securities and Exchange Commission
promulgated thereunder.
The information set forth herein is as of the date of this
letter. I disclaim any undertaking to advise you of changes which
may be brought to my attention after the effective date of the
Registration Statement.
Very truly yours,
LEVY & LEVY
A Professional Corporation
By:/s/William N. Levy
------------------------
William N. Levy, Esq.
EXHIBIT 10.1
<PAGE>
1997 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
WHITE CLOUD EXPLORATION, INC.
1. Purpose of the Plan.
This Employee Stock Compensation Plan is intended to further
the growth and advance the best interest of WHITE CLOUD
EXPLORATION, Inc., a Utah corporation (the "Company"), by
supporting and increasing the Company's ability to attract, retain
and compensate persons of experience and ability and whose services
are considered valuable, to encourage the sense of proprietorship
in such persons, and to stimulate the active interest of such
persons in the development and success of the Company and Affiliate
Corporations. This Plan provides for stock compensation through
the award of the Company's Common Stock, as a bonus or in lieu of
cash compensation for services rendered.
2. Definitions.
Whenever used in this Plan, except where the context might
clearly indicate otherwise, the following terms shall have the
meanings set forth in this section:
a. "Act" means the U.S. Securities Act of 1933, as amended.
b. "Affiliated Corporation" means any Parent or Subsidiary.
c. "Award" means any grant of Common Stock made under this
Plan, as a bonus, or in lieu of cash compensation for
services rendered.
d. "Board of Directors" means the Board of Directors of the
Company.
e. "Code" means the Internal Revenue Code of 1986, as
amended.
f. "Common Stock" or "Common Shares" means the common stock,
$.0001 par value per share, of the Company, or in the
event that the outstanding Common Shares are hereafter
changed into or exchanged for different shares of
securities of the Company, such other shares or
securities.
g. "Date of Grant" means the day the Board of Directors
authorizes the grant of an Award or such later date as
may be specified by the Board of Directors as the date a
particular Award will become effective.
h. "Consultant" means any person or entity that renders bona
fide services to the Company, including, without limitation,
(i) a person employed by the Company or an
<PAGE>
Affiliate Corporation in a key capacity; (ii) an officer
or director of the Company or an Affiliate Corporation;
(iii) a person or company engaged by the Company or an
Affiliate Corporation as a consultant or advisor; or (iv)
a lawyer, law firm, accountant or accounting firm,
engaged by the Company or an Affiliate Corporation.
i. "Parent" means any corporation owning 50% or more of the
total combined voting stock of all classes of the Company
or of another corporation qualifying as a Parent within
this definition.
j. "Participant" means an Employee to whom an Award of Plan
Shares has been made.
k. "Plan Shares" means shares of Common Stock from time to
time subject to this Plan.
l. "Subsidiary" means a corporation more than 50% of whose
total combined capital stock of all classes is held by
the Company or by another corporation qualifying as a
Subsidiary within this definition.
3. Effective Date of the Plan.
The effective date of this Plan is August 7, 1997. No Plan
Shares may be issued after December 31, 1998.
4. Administration of the Plan.
The Board of Directors will be responsible for the
administration of this Plan, and will negotiate compensation under
this Plan. Subject to the express provisions of this Plan, the
Board of Directors shall have full authority and sole and absolute
discretion to interpret this Plan, to prescribe, amend and rescind
rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in
administering this Plan. The determination of those eligible to
receive Plan Shares shall rest in the sole discretion of the Board
of Directors, subject to the provisions of this Plan. The Board of
Directors may correct any defect, supply any omission or reconcile
any inconsistency in this Plan in such manner and to such extent it
shall deem necessary to carry it into effect. Any decision made,
or action taken, by the Board of Directors arising out of or in
connection with the interpretation and administration of the Plan
shall be final and conclusive. The Board of Directors may appoint
a compensation committee from among the members of the full Board
of Directors to administer this Plan.
5. Stock Subject to the Plan.
The maximum number of Plan Shares as to which Awards may be
granted under this Plan is 450,000 shares.
6. Persons Eligible to Receive Awards.
Awards may be granted only to Employees or Consultants
7. Grants of Awards.
Except as otherwise provided herein, the Board of Directors
shall have complete discretion to determine when and to which
Employees Awards are to be granted, and the number of Plan Shares
to be Awarded to each Employee/Consultant. No grant will be made
if, in the judgment of the Board of Directors, such a grant would
constitute a public distribution with the meaning of the Act or the
rules and regulations promulgated thereunder.
8. Delivery of Stock Certificates.
As promptly as practicable after authorizing the grant of an
Award, the Company shall deliver to the person who is the recipient
of the award, a certificate or certificates registered in that
person's name, representing the number of Plan Shares that were
granted. Unless the Plan Shares have been registered under the
Act, each certificate evidencing Plan Shares shall bear a legend to
indicate that such shares represented by the certificate were
issued in a transaction which was not registered under the Act, and
may only be sold or transferred in a transaction that is registered
under the Act or is exempt from the registration requirements of
the Act.
9. Assignability.
No Award of Plan Shares may be assigned. Plan Shares may be
assigned after such shares have been delivered, only in accordance
with law and any transfer restrictions imposed at the time of
Award.
10. Employment.
Nothing in this Plan or in the grant of an Award shall confer
upon any Employee the right to continue in the employ of the
Company or Affiliated Corporation nor shall it interfere with or
restrict in any way the lawful rights of the Company or any
Affiliated Corporation to discharge any Employee at any time for
any reason whatsoever, with or without cause.
11. Laws and Regulations.
The obligation of the Company to sell and deliver Plan Shares
on the grant of an Award under this Plan shall be subject to the
condition that the Company be satisfied that the sale and delivery
thereof will not violate the Act or any other applicable laws,
rules or regulations.
12. Withholding of Taxes.
If subject to withholding tax, the Company or any Affiliated
Corporation may require that the Employee concurrently pay to the
Company the entire amount or a portion of any taxes which the
Company or Affiliated Corporation is required to withhold by reason
of granting an Award, in such amount as the Company or Affiliated
Corporation in its discretion may determine. In lieu of part or
all of any such payment, the Employee may elect to have the Company
or Affiliated Corporation withhold from the Plan Shares issued
hereunder a sufficient number of shares to satisfy withholding
obligations. If the Company or Affiliated Corporation becomes
required to pay withholding taxes to any federal, state or other
taxing authority as a result of the granting of an Award, and the
Employee fails to provide the Company or Affiliated Corporation
with the funds with which to pay that withholding tax, the Company
or Affiliated Corporation may withhold up to 50% of each payment of
salary or bonus to the Employee (which will be in addition to any
required or permitted withholding), until the Company or Affiliated
Corporation has been reimbursed for the entire withholding tax it
was required to pay in respect of issuance of any Plan Shares.
13. Reservation of Shares.
The stock subject to this Plan shall, at all times, consist of
authorized but unissued shares of Common Stock reacquired or held
by the Company equal to the maximum number of shares the Company
may be required to issue on the grant of Awards under this Plan,
and such number of Common Shares hereby is reserved for such
purpose. The Board of Directors may decrease the number of shares
subject to this Plan, but not increase such number, except as a
consequence of a stock split or other reorganization or
recapitalization affecting all Common Shares.
14. Amendment and Termination of the Plan.
The Board of Directors may suspend or terminate this Plan at
any time or from time to time, but no such action shall adversely
affect the rights of a person granted an Award under this Plan
prior to that date. Otherwise, this Plan shall terminate on the
earlier of the terminal date stated in Section 3 of this Plan or
the date when all Plan Shares have been issued. The Board of
Directors shall have absolute discretion to amend this Plan,
subject to any limitations expressly set forth herein.
15. Delivery of Plan.
A copy of this Plan shall be delivered to all participants,
together with a copy of the resolution or resolutions of the Board
of Directors authorizing the granting of the Award and establishing
the terms, if any of participation, prior to an Award of Plan
Shares.
16. Liability.
No member of the Board of Directors, any committee of
directors, or officers, employees or agents of the Company or any
Affiliated Corporation shall be personally liable for any action,
omission or determination made in good faith in connection with
this Plan.
17. Miscellaneous Provisions.
The place of administration of the Plan shall be in the State
of Colorado, and the validity, construction, interpretation and
effect of this Plan and of its rules, regulations and rights
relating to it, shall be determined solely in accordance with the
laws of such state.
Without amending this Plan, the Board of Directors may issue
Plan Shares to employees of the Company who are foreign nationals
or employed outside the United States, or both, on such terms and
conditions different form those specified in this Plan but
consistent with the purpose of this Plan, as it deems necessary and
desirable to create equitable opportunities given differences in
tax laws in other countries.
All expenses of administering this Plan and issuing Plan
Shares shall be borne by the Company.
By signature below, the undersigned officers of the Company
hereby certify that the foregoing is a true and correct copy of the
1997 Employee/Consultant stock Compensation Plan of the Company.
Dated: August 7, 1997.
WHITE CLOUD EXPLORATION, INC.
BY:/s/Steven C. Signer
-------------------------
Steven C. Signer, President
Attest:
By:/s/Dev Mahanti
_______________________________
Dev Mahanti, Secretary
EXHIBIT 24.1
<PAGE>
MICHAEL B. JOHNSON & CO., P.C.
Certified Public Accountants
9175 East Kenyon Avenue, Suite 100
Denver, Colorado 80237
CONSENT FOR INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
WHITE CLOUD EXPLORATION, INC.
We consent to the use in the Form S-8, Registration Statement
Under the Securities Act of 1933, of WHITE CLOUD EXPLORATION, Inc.
of our report dated May 24, 1997, of the financial statements of
WHITE CLOUD EXPLORATION, Inc. accompanying the financial statements
contained in the Form 10-K for the period then ended, and to the
use of our name and the statements with respect to us as appearing
under the heading "Exhibits" in the Form S-8.
Dated: August 14, 1997 By:/s/Michael B. Johnson
----------------------
MICHAEL B. JOHNSON
