<PAGE> 1
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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 incorporation or (I.R.S. Employer
organization) Identification No.)
120 PROSPEROUS PLACE, SUITE 201 40509
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
(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>
Title of each class Amount of shares to Proposed maximum Proposed maximum Amount of
of securities to be be registered offering price per aggregate offering registration fee(1)
registered share price
<S> <C> <C> <C> <C>
Common Stock, without
par value per 73,500 $1.00 $73,500.00 $19.40
share 22,358 $1.18 $26,382.61 $ 6.97
------ ---------- ------
Total 95,858 $99,882.61 $26.37
</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.
================================================================================
1
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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 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 Ace of 1934, and which were more
fully described in the Memorandum and Articles of Registrant
is 100,000,000 shares of common stock, without par value.
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, will 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.
Gary M. Smith, 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, will own no shares of
such stock that are being registered pursuant to this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The directors and officers of the Registrant will 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.
2
<PAGE> 3
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, 1992,
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
3
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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. Filed as an
exhibit to Form 8-K, for the Company for reporting an
event on June 29, 1998. File No. 0-12185.
3(i)(f)* Special Resolution of Daugherty Resources, Inc. a
British Columbia corporation, dated June 30, 1999,
changing the authorized capital of the Registration from
10,000,000 shares of common stock, without par value per
share, to 100,000,000 shares of common stock, without
par value per share, and from 1,200,000 shares of
preferred stock, without par value per share, to
5,000,000 shares of preferred stock, without par value
per share. Altered Memorandum of Daugherty Resources,
Inc., dated June 30, 1999, changing the authorized
capital of the Company to 105,000,000 shares divided
into 5,000,000 shares of preferred stock, without par
value and 100,000,000 common shares without par value.
Special Resolution of Daugherty Resources, Inc., a
British Columbia corporation, dated June 30, 1999,
altering Article 23.1(b) of the Company Articles by
substituting a new article 23.1(b) that sets forth the
conditions and terms upon which the preferred shares can
be converted to common stock. Filed as an exhibit to
Form 8-K, for the Company for reporting an event on
October 25, 1999. File No. 0-12185
4* See Exhibits No. 3(i)(a), (b), (c), (d), (e) and (f).
5 Opinion of Gary M. Smith, 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:
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(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 will be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time will be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of 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 the
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 will
be deemed to be a new registration statement relating to
securities offered therein, and the offering of such
securities at that time will 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, unforeseeable. 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
5
<PAGE> 6
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.
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 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 May 4, 2000.
DAUGHERTY RESOURCES, INC.
By: /s/ William S. Daugherty
--------------------------------
William S. Daugherty
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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ William S. Daugherty Chairman of the Board and May 4, 2000
------------------------ President
William S. Daugherty
/s/ Charles L. Cotterell* Director May 4, 2000
-------------------------
Charles L. Cotterell
/s/ James K. Klyman* Director May 4, 2000
--------------------
James K. Klyman
By:/s/ William S. Daugherty May 4, 2000
------------------------
William S. Daugherty,
Attorney-in-fact
6
<PAGE> 7
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., George E.
Stigger, Esq., and Daryl Greattinger, C.P.A (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
Participant in payment of his fees and expenses is more fully
described in Exhibit "A" attached hereto and incorporated
herein by reference for all purposes:
Name Fees and Expenses Price per Share Number of Shares
---- ----------------- --------------- ----------------
George E. Stigger $ 3,057.96 $1.180 2,591
Daryl Greattinger $ 9,500.00 $1.180 8,051
Andrew P. Bonella $ 2,500.00 $1.180 2,119
Norman T. Reynolds $11,324.65 $1.180 9,597
---------- ------ -----
Total $26,382.61 22,358
---------- ------
(b) In addition to the Plan Participant described in Paragraph
1(a) above, various officers, directors and employees of the
Company are also Plan Participants. Pursuant to resolutions
passed by the Board of Directors of the Company, these
persons 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:
Name of the Employee Number of Shares
-------------------- ----------------
William S. Daugherty 25,000
William G. Barr III 15,000
D. Michael Wallen 15,000
Kathy Cornelison 2,500
Ronnie H. Meeks 2,500
Jerry S. Higgins 1,000
Donald L. Brown 2,500
Timothy B. Smith 2,000
Charles Cash 2,500
Elloise Gibson 500
Clarence R. Smith 5,000
-----
Total 73,500
1
<PAGE> 8
(c) The Letter Agreement and the minutes containing the
resolutions of the Board of Directors of the Company granting
the bonuses to the employees described herein constitute and
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 to allow for
the payment of fees and bonuses 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 June 30,
2000 as the Securities called for in the Plan have been
issued to the Participants, which date will not exceed
June 30, 2000. 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. All of the Participants are employees,
consultants or advisors 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.
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 extinguishments
of any further liability by the Company to any such
Participant with respect to the obligations described herein.
2
<PAGE> 9
(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 extinguishments 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 in 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 forfeiture by, or a penalty held under the
Plan.
10. CHANGES AND DEDUCTIONS, AND LIENS THEREFORE. There are no changes
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 (859)
263-3948, and telecopier (859) 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, 1999.
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<PAGE> 10
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.
Attachments:
Exhibit "A-1, A-2, A-3 and A-4"- The Letter Agreements
4
<PAGE> 11
NORMAN T. REYNOLDS
ATTORNEY AT LAW
POST OFFICE BOX 131326
HOUSTON, TEXAS 77219-1326
TELEPHONE: (713) 752-4512
TELECOPIER: (713) 752-4221
E MAIL: [email protected]
May 4, 2000
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 due and owing to
me through April 15, 2000, which total $11,324.65, and which will be registered
pursuant to Form S-8 Registration Statement. It is understood that the stock I
will receive will be valued at $1.180 per share and, as a result, I will receive
9,597 shares. It is further understood that the Form S-8 Registration Statement
will be filed immediately and that the shares of the sock 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
EXHIBIT A-1
<PAGE> 12
GEORGE E. STIGGER
ATTORNEY AT LAW
101 WASHINGTON STREET
P.O. BOX 1293
HENDERSON, KENTUCKY 42419-1293
TELEPHONE (270)827-5636
FAX (270) 827-5646
May 4, 2000
Mr. William S. Daugherty
Daugherty Petroleum, Inc.
120 Prosperous Place, Suite 201
Lexington, Kentucky 40509
Re: Invoices of George E. Stigger 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 due and owing to me
through April 15, 2000, which total $3,057.96, and which will be registered
pursuant to Form S-8 Registration Statement. It is understood that the stock I
will receive will be valued at $1.18 per share And, as a result, I will receive
2,591 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/ George E. Stigger
---------------------
George E. Stigger
EXHIBIT A-2
<PAGE> 13
DARYL GREATTINGER, C.P.A.
1994 N. MAIN STREET
MONTICELLO, KENTUCKY 42633
May 4, 2000
Mr. William S. Daugherty
President
Daugherty Petroleum, Inc.
120 Prosperous Place
Suite 201
Lexington, Kentucky 40509
Re: Invoices of Daryl Greattinger and Form
S-8 Registration Statement
Dear Bill:
As discussed, I agree to take shares of common stock in Daugherty Resources,
Inc. in payment of all my fees and expenses due and owing to me for professional
services rendered through April 15, 2000, in the total amount of $9,500.00 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 $1.18 per share and,
as a result, I will receive 8,051 shares. It is further understood that the Form
S-8 Registration Statement will be filed immediately and that my shares of stock
will be issued immediately upon the effectiveness of the Registration Statement,
and all other applicable laws and regulations.
Very truly yours,
/s/ Daryl Greattinger
- ---------------------
Daryl Greattinger
EXHIBIT A-3
<PAGE> 14
ANDREW P. BONCELLA
RT. #1, BOX 267K, FITCH ROAD
BOONVILLE, NY. 13309
May 4, 2000
Mr. Williams S. Daugherty
Daugherty Petroleum, Inc.
120 Prosperous Place, Suite 201
Lexington, Kentucky 40509
Re: Invoices of Andrew P. Boncella 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 my fees and expenses due and owing to me through
April 15, 2000, which total $2,500.00, and which will be registered pursuant to
Form S-8 Registration Statement. My fees and expenses are in regard to my trip
to Unga Island, Alaska, to assist Mike Patrick in the detonation of 30 cases of
plastic explosives. It is understood that the stock I will receive will be
valued at $1.18 per share and, as a result, I will receive 2,119 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/ Andrew P. Boncella
----------------------
Andrew P. Boncella
EXHIBIT A-4
<PAGE> 1
EXHIBIT 5
GARY M. SMITH
Attorney at Law
P.O. Box 5249
Louisville, KY 40205
Telephone: (502) 454-4850
May 4, 2000
Daugherty Resources, Inc.
120 Prosperous Place
Suite 201
Lexington, KY 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 95,858 shares of its
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 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/ Gary M. Smith
---------------------
Gary M. Smith
<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 4th day of April 2000.
/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 4th day of May 2000.
/s/ James K. Klyman
-------------------
JAMES K. KLYMAN
