<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
COMMISSION FILE NUMBER: 0-12185
DAUGHERTY RESOURCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PROVINCE OF BRITISH COLUMBIA NOT APPLICABLE
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
120 PROSPEROUS PLACE, SUITE 201 40509-1844
LEXINGTON, KENTUCKY (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
NOT APPLICABLE
(FULL TITLE OF PLAN)
WILLIAM S. DAUGHERTY, 120 PROSPEROUS PLACE, SUITE 201, LEXINGTON, KENTUCKY
40509-1844
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (606) 263-3948
AN INDETERMINATE AMOUNT OF PLAN INTERESTS ARE COVERED BY THIS
REGISTRATION STATEMENT PURSUANT TO RULE 416 (c)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT OF SHARES OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED TO BE REGISTERED SHARE PRICE FEE (1)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, WITHOUT PAR 155,517 $1.00 $155,517 $45.88
VALUE PER SHARE................
- -----------------------------------------------------------------------------------------------------------------
TOTAL.......................... 155,517 $1.00 $155,517 $45.88
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The registration fee applies to all of the shares of the Common Stock to be
issued as a result of this Registration Statement.
================================================================================
<PAGE> 2
DAUGHERTY RESOURCES, INC.
DOCUMENTS CONSTITUTING A SECTION 10(a) PROSPECTUS
PURSUANT TO A FORM S-8 REGISTRATION STATEMENT
FILED SEPTEMBER 2, 1998
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by Daugherty Resources, Inc. (the "Company")
with the Securities and Exchange Commission on September 2, 1998, the following
shall constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act of 1933:
1. GENERAL PLAN INFORMATION.
(a) The Letter Agreements (the "Agreements") between the
Company and Stephen P. Carson, TNC Incorporated, Jayhead Investments, Ltd, and
Norman T. Reynolds, respectively (the "Participant(s)") with respect to the
payment of fees, shares of the Company's common stock, without par value per
share (the "Securities"), and the price per share at which the Securities are to
be issued to said Participants in payment of his fees are more fully described
in Exhibit "A-1", "A-2", "A-3" and "A-4" attached hereto and incorporated herein
by reference for all purposes:
<TABLE>
<CAPTION>
Name Fees Price per Share Number of Shares
---- ---- --------------- ----------------
<S> <C> <C> <C>
Stephen P. Carson $35,000 $1.00 35,000
TNC Incorporated $30,000 $1.00 30,000
Jayhead Investments, Ltd. $12,500 $1.00 12,500
Norman T. Reynolds $12,516.71 $1.00 12,517
TOTAL $90,016.71 $1.00 90,017
</TABLE>
(b) In addition to the Plan Participant described in Paragraph
1(a) above, various employees of the Company are also Plan Participants.
Pursuant to resolutions passed by the Board of Directors of the Company, these
employees have been granted bonuses to be payable in Securities of the Company,
at a price per share equal to $1.00, in the following amounts:
<TABLE>
<CAPTION>
Name of Employee 1998
- ---------------- ----
<S> <C>
William S. Daugherty 12,500
William G. Barr III 12,500
D. Michael Wallen 12,500
Daryl J. Greattinger 8,750
Terry D. Fields 5,000
Ronnie H. Meeks 2,500
Donald L. Brown 2,500
Clarence R. Smith 3,750
Jerry S. Higgins 500
Timothy B. Smith 500
Larry Cotterell 2,000
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
James Klyman 2,000
Jerry L. Walls 250
Macki Warren 250
- ------------ ------
Total 65,500
</TABLE>
The Letter Agreements and the minutes containing the resolutions of the
Board of Directors of the Company granting the bonuses to the employees
described herein constitute an employee benefit plan as described in Rule 405
promulgated under the Securities Act of 1933 (the "Plan"). The Securities will
be offered pursuant to the Plan.
(c) The Agreements constitutes an employee benefit plan as
described in Rule 405 promulgated under the Securities Act of 1933 (the "Plan").
The Securities will be offered pursuant to the Plan.
(d) The general nature and purpose of the Plan is allow for
the payment of fees due and owing by the Company to the Participants in the form
of the Company's registered Securities. The Plan will terminate as soon after
filing of the Registration Statement, as the Securities called for in the Plan
have been issued to the Participants, which date will not exceed November 30,
1998. It is not contemplated that the Plan will be subject to modification or
extension.
(e) The Plan does not have any administrators. However, the
Participants may contact the Company at the address or telephone number
described in Paragraph 11 below to obtain additional information about the Plan.
(f) The Plan is not subject to the Employee Retirement Income
Security Act of 1974. The Participants are consultants who have provided bona
fide services to the Company, none of such services being in connection with the
offer or sale of Securities of the Company in a capital-raising transaction.
2. SECURITIES TO BE OFFERED. The Securities to be offered pursuant to
the Plan are shares of the Company's common stock, without par value per share.
The common stock of the Company has been registered under Section 12 of the
Securities Exchange Act of 1934.
3. EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN. Only the Participants
described above may participate in the Plan.
4. PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR
SECURITIES OFFERED.
(a) The Participants may participate in the Plan only for so
long as it takes to file the Registration Statement and issue the Securities to
the Participants as called for herein. Thereafter, the Participants shall not
have any further interest in the Plan. The only Securities to be purchased by
the Participants are described herein or in the Agreements between the Company
and the Participants. The purchase price per share of the Company's Securities
for the Participants is as set forth above.
(b) Payment for the Securities to be purchased by the
Participants pursuant to the Plan will be the extinguishment of any further
liability by the Company to any said Participant with respect to the obligations
described herein.
<PAGE> 4
(c) There will be no reports delivered to the Participants as
to the amounts and status of its account.
(d) The Securities will be issued to the Participants, who may
sell the Securities in the open market. The Company will receive no fees or
other compensation for the Securities other than the extinguishment of the debt
to the Participants as described herein.
5. RESALE RESTRICTIONS. There will be no restrictions on the resale of
the Securities by the Participants.
6. TAX EFFECTS OF PLAN PARTICIPATION. The receipt of the Securities by
the Participants will be the receipt of ordinary income since the Securities
will have been received by the Participants in exchange for services.
Consequently, the Participants will be taxed currently for the value of the
Securities pursuant to Section 61 of the Internal Revenue Code of 1986, as
amended.
7. INVESTMENT OF FUNDS. There is no provision under the Plan whereby
the Participants may direct the investment of all or any part of the assets
under the Plan.
8. WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST. The Participants
are not able to withdraw from, terminate, or assign their interests in the Plan.
9. FORFEITURES AND PENALTIES. There is no event which could, under the
Plan, result in a forfeiture by, or a penalty to, the Participants.
10. CHARGES AND DEDUCTIONS, AND LIENS THEREFOR. There are no charges
and deductions that may be made against the Participants, the Securities, or
assets of the Plan, or the creation of any lien on any funds, securities, or
other property held under the Plan.
11. INFORMATION CONTAINED IN THE REGISTRATION STATEMENT. The Company
shall furnish to the Participants, without charge, upon written or oral request,
the documents incorporated by reference in Item 3 of Part II of the Registration
Statement, all of such documents being incorporated by reference in this Section
10(a) Prospectus. The Company shall also furnish to the Participants, without
charge, upon written or oral request, any other documents required to be
delivered to employees of the Company pursuant to Rule 428(b) promulgated under
the Securities Act of 1933. Any such request should be directed to the Company
at 120 Prosperous Place, Suite 201, Lexington, Kentucky 40509, telephone (606)
263-3948, and telecopier (606) 263-4228.
12. INFORMATION CURRENTLY FURNISHED. The Participants have been
furnished with copies of the Company's Form 10-K for the fiscal year ended
December 31, 1997 and Form 10-Q for the quarterly period ending June 30, 1998.
13. INFORMATION TO BE FURNISHED IN THE FUTURE. The Company shall
deliver to the Participants copies of all reports, proxy statements and other
communications distributed to its security-holders generally, and such material
shall be sent or delivered no later than the time that it is sent to
security-holders of the Company.
Attachments:
Exhibits "A-1", "A-2", "A-3", and "A-4" - The Agreements
<PAGE> 5
STEPHEN P. CARSON
ATTORNEY AT LAW
323 HOLIDAY ROAD
LEXINGTON, KENTUCKY 40502
606-269-5516
EXHIBIT "A-1"
August 31, 1998
Mr. William S. Daugherty
Daugherty Resources, Inc.
120 Prosperous Place, Suite 201
Lexington, Kentucky 40509
Re: Invoice of Stephen P. Carson and Form S-8 Registration Statement.
Dear Bill:
As we discussed, I agree to accept shares of common stock of Daugherty
Resources, Inc. in payment of all fees and expenses due and owing me, which
total $35,000, and which will be registered pursuant to a Form S-8 Registration
Statement. It is understood that the stock I will receive will be valued at
$1.00 per share and, as a result, I will receive 35,000 shares. It is further
understood that the Form S-8 Registration Statement will be filed immediately
and that the shares will be issued immediately upon the effectiveness of the
Registration Statement, and all other applicable laws and regulations.
Very truly your,
/s/ Stephen P. Carson
Stephen P. Carson
<PAGE> 6
TNC, INCORPORATED
32 HOGBACK ROAD
PITTSTOWN, NJ 08867
EXHIBIT "A-2"
August 27, 1998
Daugherty Resources, Inc.
120 Prosperous Place, Suite 201
Lexington, Kentucky 40509
Attention: William S. Daugherty, President
RE: Engagement of TNC Incorporated
------------------------------
Dear Sirs:
Representatives of TNC Incorporated, ("TNC") and Daugherty Resources,
Inc. (the "Company"), have discussed on a confidential basis, the Company's
short-term and long-term financial and business objectives, and goals and needs
(collectively, "Services") which TNC can to provide to the Company. In general,
the Company has requested that TNC assist the Company with respect to (i)
potential acquisitions of oil and gas properties; and (ii) potential
acquisitions of or mergers or joint ventures with other oil and gas companies.
Accordingly, the purpose of this letter (this "Agreement") is to
confirm and set forth the following terms and conditions under which TNC will
render Services to the Company based on its understanding of the Company's
current intentions and needs:
1. ENGAGEMENT. The Company will engage TNC as its non-exclusive advisor for the
purpose of providing such services as the officers of the Company may reasonably
request. For purposes hereof the term "Company" shall include any subsidiary or
affiliate of the Company.
2. COMPENSATION. Upon the signing of this Agreement, the Company agrees to
assign to TNC as an initial advisory fee 30,000 shares of its Common Stock. Such
initial financial advisory fee shall be credited as $30,000 (U.S.) against other
fees earned by TNC hereunder. Additional fees shall be determined as follows:
2.1. The amount payable to TNC as a transaction fee shall be determined on a
case by case basis through agreement between the Company and TNC.
2.2. The Company also agrees to reimburse TNC for it's out of pocket expenses,
provided, however that all such expenses in excess of $100.00 (U.S.) shall be
approved by the Company prior to being incurred.
<PAGE> 7
Daugherty Resources, Inc.
August 27, 1998
Page 2
3. INTRODUCTION TO IDENTIFIED PARTIES. In connection with providing its services
hereunder, TNC will contact and may introduce the Company to various individuals
who may act independently or as a representative of a company or institution and
who are (i) candidates for possible merger or acquisition by the Company; or
(ii) possible sellers of oil and gas; (each an "Identified Party"). Before or
within thirty (30) days after introduction of an Identified Party, TNC will send
to the Company a letter confirming the identification of such party to the
Company at which time such party shall become an Identified Party, subject to
the terms of this Agreement, and TNC shall be entitled to a fee calculated in
accordance with paragraph 2 above with respect to any transaction entered into
between the Company and such Identified Party within one (1) years of the
termination of this Agreement.
4. This engagement will commence as of September 1, 1998, and terminate on
August 31, 1999, unless extended in writing by the parties hereto or earlier
terminated by either party hereto.
5. EARLY TERMINATION OF AGREEMENT. The Services may be terminated with or
without cause by the Company or TNC at any time, without liability or continuing
obligation by either party to the other (other than as provided in paragraph 3
above or for any fees or other compensation earned and expenses incurred by TNC
up to the date of any such termination).
6. SUBSEQUENT AGREEMENT. At the time the scope of TNC's Services become
definitive with respect to a given project, the Company and TNC may enter into
an appropriate agreement in form and substance satisfactory to TNC and the
Company covering such given project. Neither the foregoing sentence nor any such
additional agreement shall affect TNC's rights hereunder or the enforceability
of this letter agreement.
7. DISAVOWAL OF AGENCY. In no event shall TNC or any of its principals or
employees be deemed to be an agent or employee of the Company and shall not hold
themselves out as such.
8. CONFIDENTIAL. Except as otherwise agreed to by the Company or as is required
by law or is necessary to complete this engagement hereunder, TNC will keep
confidential all information which is supplied by the Company and which has not
previously entered the public domain, and will not use any such information for
its own benefit except in connection with the matters undertaken pursuant to the
terms of this engagement. At the termination of this agreement, upon the request
of the Company, TNC shall return all information, and copies thereof, furnished
by the Company.
10. RELIANCE UPON INFORMATION. TNC has and will rely without independent
verification on all information supplied by the Company.
11. INDEMNIFICATION. The parties agree to indemnify and hold the other harmless
against and from any and all losses, claims, damages or liabilities, joint or
several, to which they may become subject in connection with the transactions
referred to herein under any of the federal securities laws, under any other
statute, at common law or otherwise, and to reimburse the other for any legal or
other expenses (including the cost of any investigation and preparation)
incurred and arising out of or in connection with any action or claim in
connection therewith, whether or not resulting in any
<PAGE> 8
Daugherty Resources, Inc.
August 27, 1998
Page 3
liability; provided, however, that neither party shall be liable in any such a
case to the extent that any such loss, claim, damage or liability is found in a
final judgment by a court to have resulted from the other party's gross
negligence, willful misconduct or bad faith in performing such services. The
indemnity agreement in this paragraph shall extend upon the same terms and
conditions to the officers, directors, employees and agents of parties.
12. GOVERNING LAW. This Agreement and the engagement resulting herefrom shall be
governed by and construed under the laws of the Commonwealth of Kentucky.
13. PAYMENT IN COMPANY'S STOCK. TNC agrees to accept 30,000 shares of freely
trading common stock in Daugherty Resources, Inc. in payment of the initial
advisory fee set forth in paragraph 2 above. Daugherty Resources, Inc. will
cause to be prepared and will file the required Form S-8 to accomplish the
issuance of the common stock. The parties agree that the stock to be issued will
be valued at $1.00 (U.S.) per share.
13.1. It is agreed that TNC's willingness in the future to accept freely trading
stock of Daugherty Resources, Inc., in exchange for services to be rendered by
TNC shall continue only for so long as there is a market being made in such
stock and such stock can be readily sold on the open market. If no such market
exists, then TNC shall be paid in cash for my services.
If the foregoing meets with your approval, please sign and date a copy
of this letter, and return same to me. I understand that the agreement contained
herein is subject to ratification by the Board of Directors of Daugherty
Resources, Inc. Please notify me when such ratification has been obtained.
Very truly yours,
TNC INCORPORATED
BY: /s/ Everett G. Titus III
---------------------------------------
Everett G. Titus III
President
The foregoing is accepted and agreed to
this the 27th day of August, 1998
DAUGHERTY RESOURCES, INC.
BY: /s/ William S. Daugherty
-----------------------------------
William S. Daugherty
President
<PAGE> 9
JAYHEAD INVESTMENTS, LTD.
18 YORK VALLEY CRESCENT
WILLOWDALE, ONTARIO
CANADA, M2P 1A7
EXHIBIT "A-3"
August 27, 1998
Daugherty Resources, Inc.
120 Prosperous Place, Suite 201
Lexington, Kentucky 40509
Attention: William S. Daugherty, President
RE: Engagement of Jayhead Investments, LTD.
---------------------------------------
Dear Sirs:
Representatives of Jayhead Investments, LTD., ("JAYHEAD") and Daugherty
Petroleum, Inc. (the "Company"), have discussed on a confidential basis, the
Company's short-term and long-term financial and business objectives, and goals
and needs (collectively, "Services") which JAYHEAD can to provide to the
Company. In general, the Company has requested that JAYHEAD assist the Company
with respect to potential transactions or ventures with other companies having
interest in gold properties.
Accordingly, the purpose of this letter (this "Agreement") is to
confirm and set forth the following terms and conditions under which JAYHEAD
will render Services to the Company based on its understanding of the Company's
current intentions and needs:
1. ENGAGEMENT. The Company will engage JAYHEAD as its non-exclusive advisor for
the purpose of providing such services as the officers of the Company may
reasonably request. For purposes hereof the term "Company" shall include any
subsidiary or affiliate of the Company.
2. COMPENSATION. Upon the signing of this Agreement, the Company agrees to
assign to JAYHEAD as an initial advisory fee 12,500 shares of its Common Stock.
Such initial financial advisory fee shall be credited as $12,500 (U.S.) against
other fees earned by JAYHEAD hereunder. Additional fees shall be determined as
follows:
2.1. The amount payable to JAYHEAD as a transaction fee shall be determined on a
case by case basis through agreement between the Company and JAYHEAD.
2.2. The Company also agrees to reimburse JAYHEAD for it's out of pocket
expenses, provided, however that all such expenses in excess of $100.00 (U.S.)
shall be approved by the Company prior to being incurred.
3. INTRODUCTION TO IDENTIFIED PARTIES. In connection with providing its services
hereunder, JAYHEAD will contact and may introduce the Company to various
individuals who may act independently or as a representative of a company or
institution and who are (i) candidates for
<PAGE> 10
Daugherty Resources, Inc.
August 27, 1998
Page 2
possible merger or acquisition by the Company; or (ii) possible buyers of the
Company's gold properties; (each an "Identified Party"). Before or within thirty
(30) days after introduction of an Identified Party, JAYHEAD will send to the
Company a letter confirming the identification of such party to the Company at
which time such party shall become an Identified Party, subject to the terms of
this Agreement, and JAYHEAD shall be entitled to a fee calculated in accordance
with paragraph 2 above with respect to any transaction entered into between the
Company and such Identified Party within one (1) years of the termination of
this Agreement.
4. This engagement will commence as of September 1, 1998, and terminate on
August 31, 1999, unless extended in writing by the parties hereto or earlier
terminated by either party hereto.
5. EARLY TERMINATION OF AGREEMENT. The Services may be terminated with or
without cause by the Company or JAYHEAD at any time, without liability or
continuing obligation by either party to the other (other than as provided in
paragraph 3 above or for any fees or other compensation earned and expenses
incurred by JAYHEAD up to the date of any such termination).
6. SUBSEQUENT AGREEMENT. At the time the scope of JAYHEAD's Services become
definitive with respect to a given project, the Company and JAYHEAD may enter
into an appropriate agreement in form and substance satisfactory to JAYHEAD and
the Company covering such given project. Neither the foregoing sentence nor any
such additional agreement shall affect JAYHEAD's rights hereunder or the
enforceability of this letter agreement.
7. DISAVOWAL OF AGENCY. In no event shall JAYHEAD or any of its principals or
employees be deemed to be an agent or employee of the Company and shall not hold
themselves out as such.
8. CONFIDENTIAL. Except as otherwise agreed to by the Company or as is required
by law or is necessary to complete this engagement hereunder, JAYHEAD will keep
confidential all information which is supplied by the Company and which has not
previously entered the public domain, and will not use any such information for
its own benefit except in connection with the matters undertaken pursuant to the
terms of this engagement. At the termination of this agreement, upon the request
of the Company, JAYHEAD shall return all information, and copies thereof,
furnished by the Company.
10. RELIANCE UPON INFORMATION. JAYHEAD has and will rely without independent
verification on all information supplied by the Company.
11. INDEMNIFICATION. The parties agree to indemnify and hold the other harmless
against and from any and all losses, claims, damages or liabilities, joint or
several, to which they may become subject in connection with the transactions
referred to herein under any of the federal securities laws, under any other
statute, at common law or otherwise, and to reimburse the other for any legal or
other expenses (including the cost of any investigation and preparation)
incurred and arising out of or in connection with any action or claim in
connection therewith, whether or not resulting in any liability; provided,
however, that neither party shall be liable in any such a case to the extent
that any such loss, claim, damage or liability is found in a final judgment by a
court to have resulted from the other party's gross negligence, willful
misconduct or bad faith in performing such services.
<PAGE> 11
Daugherty Resources, Inc.
August 27, 1998
Page 3
The indemnity agreement in this paragraph shall extend upon the same terms and
conditions to the officers, directors, employees and agents of parties.
12. GOVERNING LAW. This Agreement and the engagement resulting herefrom shall be
governed by and construed under the laws of the Commonwealth of Kentucky.
13. PAYMENT IN COMPANY'S STOCK. JAYHEAD agrees to accept 12,500 shares of
freely trading common stock in Daugherty Resources, Inc. in payment of the
initial advisory fee set forth in paragraph 2 above. Daugherty Resources, Inc.
will cause to be prepared and will file the required Form S-8 to accomplish the
issuance of the common stock. The parties agree that the stock to be issued will
be valued at $1.00 (U.S.) per share.
13.1. It is agreed that JAYHEAD's willingness in the future to accept freely
trading stock of Daugherty Resources, Inc., in exchange for services to be
rendered by JAYHEAD shall continue only for so long as there is a market being
made in such stock and such stock can be readily sold on the open market. If no
such market exists, then JAYHEAD shall be paid in cash for my services.
If the foregoing meets with your approval, please sign and date a copy
of this letter, and return same to me. I understand that the agreement contained
herein is subject to ratification by the Board of Directors of Daugherty
Resources, Inc. Please notify me when such ratification has been obtained.
Very truly yours,
JAYHEAD INVESTMENTS, LTD.
BY: /s/ Morton J. Glickman
---------------------------------------
Morton J. Glickman
President
The foregoing is accepted and agreed to
this the 27th day of August, 1998
DAUGHERTY RESOURCES, INC.
BY: /s/ William S. Daugherty
--------------------------------
William S. Daugherty
President
<PAGE> 12
NORMAN T. REYNOLDS
ATTORNEY AT LAW
POST OFFICE BOX 131326
HOUSTON, TEXAS 77219-1326
TELEPHONE: (713) 651-0244
TELECOPIER: (713) 355-4052
E MAIL: [email protected]
EXHIBIT "A-4"
August 26, 1998
Mr. William S. Daugherty
Daugherty Resources, Inc.
120 Prosperous Place, Suite 201
Lexington, Kentucky 40509
Re: Invoices of Norman T. Reynolds
Dear Bill:
As we discussed, I agree to take shares of the common stock of
Daugherty Resources, Inc. in payment of all fees and expenses currently due and
owing me, which total $12,516.71, and which will be registered pursuant to a
Form S-8 Registration Statement. It is understood that the stock I will receive
will be valued at $1.00 per share and, as a result, I will receive 12,517
shares. It is further understood that the Form S-8 Registration Statement will
be filed immediately and that the shares of the stock will bwe issued
immediately upon the effectiveness of the Registration Statement, and all other
applicable laws and regulations.
Very truly yours,
/s/ Norman T. Reynolds
Norman T. Reynolds
<PAGE> 13
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Registrant's latest annual report.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
Registrant's latest annual report.
(c) The description of the class of securities to be registered by this
Registration Statement, which are registered under Section 12 of the Securities
Act of 1934, and which were more fully described in (i) the Memorandum and
Articles for Catalina Energy & Resources Ltd., a British Columbia corporation,
dated January 31, 1979; (ii) the Certificate for Catalina Energy & Resources
Ltd., a British Columbia corporation, dated November 27, 1981, changing the name
of Catalina Energy & Resources Ltd. to Alaska Apollo Gold Mines Ltd., and
further changing the authorized capital of the Registrant from 5,000,000 shares
of common stock, without par value per share, to 20,000,000 shares of common
stock, without par value per share; (iii) the Certificate of Change of Name for
Alaska Apollo Gold Mines Ltd., a British Columbia corporation, dated October 14,
1992, changing the name of Alaska Apollo Gold Mines Ltd. to Alaska Apollo
Resources Inc., and further changing the authorized capital of the Registrant
from 20,000,000 shares of common stock, without par value per share, to
6,000,000 shares of common stock, without par value per share; (iv) the Altered
Memorandum of Alaska Apollo Resources Inc., a British Columbia corporation,
dated September 9, 1993, changing the authorized capital of the Registrant from
6,000,000 shares of common stock, without par value per share, to 20,000,000
shares of common stock, without par value per share; (v) the Certificate of
Change of Name for Alaska Apollo Resources Inc., a British Columbia corporation,
dated June 24, 1998, changing the name of Alaska Apollo Resources Inc. to
Daugherty Resources, Inc. and further changing the authorized capital of the
Registrant from 20,000,000 shares of common stock, without par value per share,
to 50,000,000 shares of common stock, without par value, and authorizing the
creation of 6,000,000 shares of preferred stock, without par value per share;
(vi) the Altered Memorandum of Daugherty Resources, Inc., a British Columbia
corporation, dated June 24, 1998, changing the authorized common stock of the
Registrant from 50,000,000 shares of common stock, without par value per share,
to 10,000,000 shares of common stock, without par value; and (vii) the Altered
Memorandum of Daugherty Resources, Inc., a British Columbia corporation, dated
June 25, 1998, changing the authorized preferred stock of the Registrant from
6,000,000 shares of preferred stock, without par value per share, to 1,200,000
shares of preferred stock, without par value, is as follows:
10,000,000 shares of common stock, without par value per share, and
1,200,000 shares of preferred stock, without par value per share.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 in the Registration Statement and to
be a part thereof from the date of filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Stephen P. Carson, Esq., an attorney for the Registrant and the counsel
who has rendered an opinion as the legality of the shares of the Registrant's
common stock to be offered by this Registration Statement, owns 35,000 shares of
such stock which are being registered pursuant to this Registration Statement.
As of the date of this Registration Statement, such shares have a fair market
value of approximately $35,000.
<PAGE> 14
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The directors and officers of the Registrant shall be indemnified by
the Registrant against all costs, losses, expenses and liabilities incurred by
any such director or officer in the course of the Registrant's business
according to the Registrant's Articles of Association. In addition, all
directors and officers are covered by a director's indemnification agreement.
The foregoing discussion of the Registrant's Articles of Association is
not intended to be exhaustive and is qualified in its entirety by such document.
ITEM 8. EXHIBITS. The exhibits listed in the following index are filed as part
of this Registration Statement. The exhibits indicated by an asterisk (*) are
incorporated by reference.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
3(i)(a)* Memorandum and Articles for Catalina Energy & Resources
Ltd., a British Columbia corporation, dated January 31,
1979, filed as an exhibit to Form 10 Registration
Statement filed May 25, 1984. File No. 0-12185.
3(i)(b)* Certificate for Catalina Energy & Resources Ltd., a
British Columbia corporation, dated November 27, 1981,
changing the name of Catalina Energy & Resources Ltd. to
Alaska Apollo Gold Mines Ltd., and further changing the
authorized capital of the Registrant from 5,000,000
shares of common stock, without par value per share, to
20,000,000 shares of common stock, without par value per
share, filed as an exhibit to Form 10 Registration
Statement filed May 25, 1984. File No. 0-12185.
3(i)(c)* Certificate of Change of Name for Alaska Apollo Gold
Mines Ltd., a British Columbia corporation, dated
October 14, 1992, changing the name of Alaska Apollo
Gold Mines Ltd. to Alaska Apollo Resources Inc., and
further changing the authorized capital of the
Registrant from 20,000,000 shares of common stock,
without par value per share, to 6,000,000 shares of
common stock, without par value per share. Exhibit
3(i)(c) to Form 10-K/A for the Registrant for the fiscal
year ended December 31, 1993. File No. 0-12185.
3(i)(d)* Altered Memorandum of Alaska Apollo Resources Inc., a
British Columbia corporation, dated September 9, 1993,
changing the authorized capital of the Registrant from
6,000,000 shares of common stock, without par value per
share, to 20,000,000 shares of common stock, without par
value per share. Exhibit 3(i)(d) to Form 10-K/A for the
Registrant for the fiscal year ended December 31, 1993.
File No. 0-12185.
3(i)(e)* Certificate of Change of Name for Alaska Apollo
Resources Inc., a British Columbia corporation, dated
June 24, 1998, changing the name of Alaska Apollo
Resources Inc. to Daugherty Resources, Inc. and further
changing the authorized capital of the Registrant from
20,000,000 shares of common stock, without par value per
share, to 50,000,000 shares of common stock, without par
value, and authorizing the creation of 6,000,000 shares
of preferred stock, without par value per share.
3(i)(f)* Altered Memorandum of Daugherty Resources, Inc., a
British Columbia corporation, dated June 24, 1998,
changing the authorized common stock of the Registrant
from 50,000,000 shares of common stock, without par
value per share, to 10,000,000 shares of common stock,
without par value.
3(i)(g)* Altered Memorandum of Daugherty Resources, Inc., a
British Columbia corporation, dated June 25, 1998,
changing the authorized preferred stock of the
Registrant from 6,000,000
<PAGE> 15
shares of preferred stock, without par value per share,
to 1,200,000 shares of preferred stock, without par
value.
4* See Exhibits No. 3(i)(a), (b), (c), (d), (e), (f), and
(g).
5 Opinion of Stephen P. Carson, Esq.
24 Powers of Attorney
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) 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.
(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.
(4) To file a post-effective amendment to this Registration
Statement to include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout a continuous
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 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 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 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 Act and will
be governed by the final adjudication of such issue.
<PAGE> 16
SIGNATURES
The Registrant. 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 Lexington, Kentucky, on September 2, 1998.
DAUGHERTY RESOURCES INC.
By /s/ William S. Daugherty
----------------------------------
William S. Daugherty, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ William S. Daugherty Chairman of the Board and September 2, 1998
------------------------ President
William S. Daugherty
/s/ Charles L. Cotterell* Director September 2, 1998
-------------------------
Charles L. Cotterell
/s/ James K. Klyman* Director September 2, 1998
-------------------
James K. Klyman
/s/ D. Michael Wallen Vice President and September 2, 1998
--------------------- Secretary
D. Michael Wallen
*By: /s/ William S. Daugherty
--------------------------
William S. Daugherty
Attorney-in-Fact
</TABLE>
<PAGE> 1
STEPHEN P. CARSON
ATTORNEY AT LAW
323 HOLIDAY ROAD
LEXINGTON, KENTUCKY 40502
606-269-5516
September 2, 1998 EXHIBIT 5
Daugherty Resources, Inc.
120 Prosperous Place, Suite 201
Lexington, Kentucky 40509
Re: Form S-8 Registration Statement; Commission File No. 0-12185
Gentlemen:
I have acted as counsel for Daugherty Resources, Inc. (the "Company")
in connection with the registration by the Company of 155,517 shares of common
stock, without par value per share (the "Securities"), as contemplated by the
Company's Registration Statement on Form S-8 filed on the date hereof with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended.
In connection therewith, I have examined, among other, the Memorandum
and Articles of Association, as amended, of the Company, the corporate
proceedings of the Company with respect to the issuance and registration of the
Securities, the Registration Statement, certificates of public officials,
statutes and other instruments and documents, as a basis for the opinions
expressed herein.
Based upon and subject to the foregoing, and upon such other matters as
I have determined to be relevant, I am of the opinion that:
1. The Company is a corporation duly organized, validly existing, and
in good standing under the laws of the Province of British Columbia.
2. All of the Securities, upon issuance and delivery thereof, will be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement.
Very truly yours,
/s/ Stephen P. Carson
Stephen P. Carson
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
WHEREAS, Daugherty Resources, Inc., a British Columbia corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-8 dated September 2, 1998, a draft of which has
been previously reviewed by the undersigned (the "Form S-8"), together with any
and all exhibits and other documents having relation to the Form S-8;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby constitute and
appoint William S. Daugherty and D. Michael Wallen, and each of them severally,
as his true and lawful attorneys-in-fact and agents, with full power of
substitution and re-substitution, to do any and all acts and things in his name
and on his behalf in his capacity as a director or officer or both, as the case
may be, of the Company, as fully and to all intents and purposes as the
undersigned might or could do in person, and to execute any and all instruments
for the undersigned and in his name in any and all capacities which such person
may deem necessary or advisable to enable the Company to comply with the Act and
any rules, regulations and requirements of the Commission, in connection with
the filing of the Form S-8, including specifically, but not limited to, power
and authority to sign for the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, the Form S-8 and any and
all other documents (including, without limitation, any amendments to the Form
S-8 or to such documents) which such person may deem necessary or advisable in
connection therewith; and the undersigned does hereby ratify and confirm all
that such person shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 2nd day of September, 1998.
/s/ Charles L. Cotterell
----------------------------
CHARLES L. COTTERELL
<PAGE> 2
EXHIBIT 24
POWER OF ATTORNEY
WHEREAS, Daugherty Resources, Inc., a British Columbia corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-8 dated September 2, 1998, a draft of which has
been previously reviewed by the undersigned (the "Form S-8"), together with any
and all exhibits and other documents having relation to the Form S-8;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby constitute and
appoint William S. Daugherty and D. Michael Wallen, and each of them severally,
as his true and lawful attorneys-in-fact and agents, with full power of
substitution and re-substitution, to do any and all acts and things in his name
and on his behalf in his capacity as a director or officer or both, as the case
may be, of the Company, as fully and to all intents and purposes as the
undersigned might or could do in person, and to execute any and all instruments
for the undersigned and in his name in any and all capacities which such person
may deem necessary or advisable to enable the Company to comply with the Act and
any rules, regulations and requirements of the Commission, in connection with
the filing of the Form S-8, including specifically, but not limited to, power
and authority to sign for the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, the Form S-8 and any and
all other documents (including, without limitation, any amendments to the Form
S-8 or to such documents) which such person may deem necessary or advisable in
connection therewith; and the undersigned does hereby ratify and confirm all
that such person shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 2nd day of September, 1998.
/s/ James K. Klyman
---------------------------
JAMES K. KLYMAN
