<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
LEXINGTON, KENTUCKY 40509
- ---------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
NOT APPLICABLE
(FULL TITLE OF PLAN)
WILLIAM S. DAUGHERTY, 120 PROSPEROUS PLACE, SUITE 201,
LEXINGTON, KENTUCKY 40509
------------------------------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (606) 263-3948
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum AMOUNT OF
Title of each class of securities Amount of shares offering price per aggregate offering REGISTRATION
to be registered to be registered share price FEE (1)
- --------------------------------- ---------------- ------------------ ------------------- ------------
<S> <C> <C> <C> <C>
Common Stock, without par
value per share................. 7,170 $2.06 $14,770.00 $4.11
Resale of Option Shares......... 135,000 $0.38 $51,300.00 $14.26
------- ----- ---------- ------
Total 142,170 $66,070.00 $18.37
======= ===== ========== ======
</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
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, 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 following letter agreements (the "Letter Agreements")
between the Company and Norman T. Reynolds, Esq., and Howard C. Jenkins (the
"Participants") with respect to the payment of fees and expenses and the 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 the
Participants in payment of fees and expenses are more fully described in
Exhibits "A" and "B" attached hereto and incorporated herein by reference for
all purposes:
<TABLE>
<CAPTION>
Fees and Price per Number of
Name Expenses Share Shares
- ---- ---------- ----- ------
<S> <C> <C> <C>
Norman T. Reynolds, Esq. $14,770.00 $2.06 7,170
Howard C. Jenkins (1) 51,300.00 $0.38 135,000
---------- -------
Total $66,070.00 142,170
========== =======
</TABLE>
(1) The shares for Howard C. Jenkins are the resale of such shares upon the
exercise of the options covering 135,000 shares.
(b) The Letter Agreements and the minutes containing the
resolutions of the Board of Directors of the Company authorizing same 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 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
October 31, 2004 as the Securities called for in the Plan have been issued to
the Participants, which date will not exceed December 31, 2004. It is not
contemplated that the Plan will be subject to modification or extension.
(d) 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.
(e) The Plan is not subject to the Employee Retirement Income
Security Act of 1974. The Participants are consultants or advisers who have
provided provide 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.
1
<PAGE> 3
4. Purchase of Securities Pursuant to the Plan and Payment for
Securities Offered.
(a) Each Participant 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, no Participant shall have any
further interest in the Plan. The only Securities to be purchased by a
Participant are described herein or in a Participant's particular Letter
Agreement. The purchase price per share of the Company's Securities for each of
the Participants is as set forth above.
(b) Payment for the Securities to be purchased by any of the
Participants pursuant to the Plan will be the extinguishment of any further
liability by the Company to any such Participant with respect to the obligations
described herein.
(c) There will be no reports delivered to the Participants as
to the amounts and status of their accounts.
(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 debts
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. No Participant
will be able to withdraw from, terminate, or assign its interest 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, a Participant.
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. Each Participant has been
furnished with a copy of the Company's Form 10-KSB for the fiscal year ended
December 31, 1998.
13. Information to be Furnished in the Future. The Company shall
deliver to each Participant 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.
2
<PAGE> 4
Attachments:
Exhibit "A" - The Letter Agreement for Norman T. Reynolds, Esq.
Exhibit "B" - The Letter Agreement for Howard C. Jenkins
3
<PAGE> 5
EXHIBIT A
NORMAN T. REYNOLDS
Attorney at Law
Post Office Box 131326
Houston, Texas 77219-1326
Telephone: (713) 621-1977
Telecopier: (713) 621-0230
E Mail: [email protected]
August 5, 1999
Mr. William S. Daugherty
Daugherty Petroleum, Inc.
120 Prosperous Place, Suite 201
Lexington, Kentucky 40509
Re: Invoices of Norman T. Reynolds and Form S-8 Registration Statement
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 to me, which total $14,770, 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 $2.06 per share and, as a result, I will receive 7,170 shares.
It is further understood that the Form S-8 Registration Statement will be filed
immediately and that the shares of the stock will be 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> 6
EXHIBIT B
HOWARD C. JENKINS
2333 Eldger Drive
Plano, Texas 75025
Telephone: (972) 491-2618
Telecopier: (972) 491-2619
March 2, 1999
Mr. William S. Daugherty, President/CEO
Daugherty Resources, Inc.
120 Prosperous Place, Suite 201
Lexington, Kentucky 40509
Re: Merger/Acquisition Consulting Agreement
with Daugherty Resources, Inc.
Dear Bill:
Formalizing our earlier discussion, this is to acknowledge and confirm
the terms of this Finder's Fee Agreement (the "Agreement") as follows:
1. Appointment of Howard C. Jenkins. Daugherty Resources, Inc. (the
"Company") hereby engages Howard C. Jenkins ("Jenkins"), and Jenkins hereby
agrees to render services to the Company as a merger/acquisition consultant.
2. Duties of Jenkins. By way of specific services, Jenkins will:
(a) Review and analyze all aspects of the Company's goals and
make recommendations on feasibility and achievement of desired goals;
(b) Aggressively seek acquisitions for the purpose of
improving the financial position and operating results of the Company; and
(c) Assist the Company in the introduction and negotiations
pertaining to any capital debt equity or potential joint venture partners the
Company may require. Such arrangement will be under separate agreement and for
separate compensation.
3. Duties of the Company.
(a) The Company shall supply Jenkins, on a regular and timely
basis, with approved data and information about the Company, its management, its
products and its operations, and the Company shall be responsible for advising
Jenkins of any facts which would affect the accuracy of any prior data and
information previously supplied to Jenkins so Jenkins may take corrective
action.
(b) The Company shall promptly supply Jenkins with full and
complete copies of all filings with the federal and state securities agencies;
full and complete copies of all stockholder reports and communications, whether
or not prepared with Jenkins' assistance; all data and information supplied to
any analyst, broker-dealer, market maker or other member of the financial
community; and all product/services brochures, sales materials, etc.
<PAGE> 7
Mr. William S. Daugherty
March 2, 1999
Page 2
(c) The Company shall promptly notify Jenkins of the filing of
any registration statement for the sale of securities and of any other event
which imposes any restrictions on publicity.
(d) The Company shall contemporaneously notify Jenkins if any
information or data being suppled to Jenkins has not been generally released or
promulgated.
4. Term. The term of this Consulting Agreement shall be for a five year
period commencing on the date hereof and Jenkins agrees for a period of at least
four months from the date hereof to commit a predominant amount of its time to
the affairs of the Company as contemplated hereby.
5. Compensation/Finders' Fee. As compensation for its services
hereunder, Jenkins shall receive options to purchase 135,000 shares of common
stock of the Company at the purchase price of $0.38 per share.
6. Confidentiality. Jenkins will not disclose to any other person, firm
or corporation, nor use for his own benefit during or after the term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by Jenkins in the course of his
performing services hereunder. (A trade secret is information not generally
known to the trade which gives the Company an advantage over its competitors.
Trade secrets can include, by way of example, products or services under
development, production methods and processes, sources of supply, customer
lists, marketing plans and information concerning the filing or pendency of
patent applications). Any financial advice rendered by Jenkins pursuant to this
Consulting Agreement may not be disclosed publicly in any manner without the
prior written approval of the Company.
7. Indemnification. The Company agrees to indemnify and hold Jenkins
harmless from and against all losses, claims, damages, liabilities, costs or
expenses (including reasonable attorneys' fees (collectively the "Liabilities")
joint and several, arising out of the performance of this Consulting Agreement,
whether or not Jenkins is a party to such dispute. This indemnity shall not
apply, however, and Jenkins shall indemnify and hold the Company, its
affiliates, control persons, officers, employees and agents harmless from and
against all liabilities (a) arising in connection with any action, claim or
judgment made or assessed against Jenkins, or any affiliate, employee or agent
of Jenkins, by any state or federal securities commission or authority
(including, without limitation, the Securities and Exchange Commission and the
National Association of Securities Dealers, Inc.) with respect to the issuance
or exercise of the options or the issuance, transfer or registration of the
shares, or (b) whether a court of competent jurisdiction has made a final
determination that Jenkins engaged in gross recklessness and willful misconduct
in the performance of his services hereunder which gave rise to the loss, claim,
damage, liability, cost or expense sought to be recovered hereunder (but pending
any such final determination, the indemnification and reimbursement provision of
this Consulting Agreement shall apply, and the Company shall perform its
obligations hereunder to reimburse Jenkins for his expenses.) The provisions of
this Paragraph 7 shall survive the termination and expiration of this Consulting
Agreement.
8. Independent Contractor. Jenkins and the Company hereby acknowledge
that Jenkins is an independent contractor. Jenkins shall not hold himself out
as, nor shall he take any action from which others might infer, that he is an
agent of or a joint venturer of the Company.
9. Miscellaneous. This Consulting Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understands and agreements
between the parties. This Consulting Agreement shall be governed by the laws of
the State of Texas, and any action or proceeding in respect to this Consulting
Agreement shall be initiated in Dallas County, Texas which shall have exclusive
jurisdiction in connection with any such action or proceeding. In the event of
any dispute as to the terms of this Consulting Agreement, the prevailing party
in any litigation shall be entitled to reasonable attorneys' fees.
<PAGE> 8
Mr. William S. Daugherty
March 2, 1999
Page 3
Please confirm that the foregoing correctly sets forth our
understanding by signing the enclosed copy of this letter where provided and
returning it to us at your earliest convenience.
Very truly yours,
/s/ Howard C. Jenkins
-------------------------
Howard C. Jenkins
Accepted and Agreed to as of the
4th day of March, 1999
DAUGHERTY RESOURCES, INC.
By /s/ William S. Daugherty
------------------------------
William S. Daugherty,
President and CEO
<PAGE> 9
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 the Memorandum and Articles
of the Registrant is 10,000,000 shares of common 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.
Norman T. Reynolds, Esq., an attorney for the Registrant and the
counsel who has rendered an opinion as to the legality of the shares of the
Registrant's common stock to be offered by this Registration Statement, owns
7,170 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 $14,770.00.
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.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
DESCRIPTION OF EXHIBIT
----------------------
<S> <C>
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
</TABLE>
1
<PAGE> 10
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
DESCRIPTION OF EXHIBIT
----------------------
<S> <C>
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)* Special Resolution of Alaska Apollo Resources Inc., a
British Columbia corporation, dated June 22, 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 per
share, and authorizing the creation of 6,000,000 shares
of preferred stock, without par value per share. 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 per share. Special Resolution of Alaska Apollo
Resources Inc., a British Columbia corporation, dated
June 22, 1998, consolidating the authorized preferred
shares of 6,000,000 shares to 1,200,000 shares. 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 per share. Filed as an exhibit to Form
8-K, for the Company for reporting an event on June 29,
1998. (File No. 0-12185).
4* See Exhibits Nos. 3(i)(a), (b), (c), (d), and (e).
5 Opinion of Norman T. Reynolds, Esq.
24 Powers of Attorney.
</TABLE>
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.
2
<PAGE> 11
(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.
3
<PAGE> 12
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 August 5, 1999.
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 August 5, 1999
- ------------------------------ President
William S. Daugherty
/s/ Charles L. Cotterell* Director August 5, 1999
- ------------------------------
Charles L. Cotterell
/s/ James K. Klyman* Director August 5, 1999
- ------------------------------
James K. Klyman
*By /s/ William S. Daugherty August 5, 1999
---------------------------
William S. Daugherty,
Attorney-in-Fact
</TABLE>
4
<PAGE> 1
EXHIBIT 5
NORMAN T. REYNOLDS
Attorney At Law
Post Office Box 131326
Houston, Texas 77219-1326
Telephone: (713) 621-1971
Telecopier: (713) 621-0230
E Mail: [email protected]
August 5, 1999
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 7,170 shares of its common
stock, without par value per share, and the resale of 135,000 shares of the
common stock, without par value per share, upon the exercise of options
(collectively, the "Securities"), as contemplated by the Company's Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended.
In connection therewith, I have examined, among other things, 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/ Norman T. Reynolds
--------------------------
Norman T. Reynolds
<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 Exchange Act of 1934, as amended (the "Act"),
a Form S-8, 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 resubstitution, 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 other 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 5th day of August, 1999.
/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 Exchange Act of 1934, as amended (the "Act"),
a Form S-8, 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 resubstitution, 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 other 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 5th day of August, 1999.
/s/ James K. Klyman
------------------------
JAMES K. KLYMAN
