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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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DALECO RESOURCES CORPORATION
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(EXACT NAME OF REGISTRANT SPECIFIED IN ITS CHARTER)
DELAWARE 23-2860739
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(STATE OF OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
435 DEVON PARK DRIVE, SUITE 410, WAYNE, PENNSYLVANIA 19087
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE AND ZIP CODE)
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(FULL TITLE OF THE PLAN)
C. WARREN TRAINOR, ESQUIRE C/O EHMANN, VAN DENBERGH & TRAINOR, P.C.
TWO PENN CENTER PLAZA, SUITE 725, PHILADELPHIA, PENNSYLVANIA 19102
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
215-851-9800
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT TO OFFERING AGGREGATE AMOUNT OF
TO BE BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE (1) PRICE FEE
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Common Stock 373,292 $.25 $93,323 $29.00
(Par Value $0.01)
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(1) This price was fixed based in the last trade on May 16, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM #1
(b) Securities to be offered:
(1) This Registration Statement covers 345,292 shares of Common Stock,
par value $.01, of Daleco Resources Corporation, a Delaware
corporation, issued to consultants in exchange for services at $.25
per share pursuant to Rule 701 under the Securities Act of 1933.
(2) The persons covered hereby are:
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NAME OF RE-OFFEROR NUMBER OF SHARES
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Wall Street Equities, Inc. 156,000
205 Indian Avenue
Portsmouth, RI 02871
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John Conti 96,000
3799 Mote Road
Gainsville, NY 14066
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Avonwood Capital Corporation 121,292
1436 Lancaster Avenue
Berwyn, PA 19312
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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 the registration
statement:
(a) The registrants latest annual report on Form 10-KSB, dated January 14, 1996.
(b) the registrant's Form 10-QSB dated May 14, 1997 for the quarter ending March
31, 1997.
(c) All other reports filed by the registrant 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 annual report referred to in (a) above, to include
registrants Proxy Statements containing Part III information dated January
29, 1997.
(d) The descriptions of the registrants Common Stock which are contained in
the registrant's statements under Section 12 of the Securities Exchange
Act of 1934, including any amendment or reports filed for the purpose of
updating such descriptions.
ITEM #4 DESCRIPTION OF SECURITIES.
Not applicable.
ITEM #5 INTEREST OF NAMED EXPERTS AND COUNSEL.
Legal Opinion - the validity of the shares of Common Stock covered by this
registration statement had been passed upon for the Company by Ehmann, Van
Denbergh & Trainor, P.C. counsel to the Company.
ITEM #6 INDEMNIFICATION OF DIRECTORS.
Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware corporation.
Articles VIII of the registrant's by-laws (i) authorizes the indemnification of
directors and officers (the "Indemnitee") under specified circumstances to the
fullest extent authorized by the General Corporation Law of Delaware, (ii)
provides for the advancement of expenses to the Indemnitee for defending any
proceedings related to the specified circumstances, (iii) gives the Indemnitee
the right to bring suit against the registrant to enforce the foregoing rights
to indemnification and advancement of expenses, and (iv) authorizes the
registrant to maintain certain policies of insurance to protect itself and any
of its directors, officers or employees. The registrant currently maintains as
policies of insurance under which the directors and officers of registrant are
insured. In connection with the defense of actions, suites or proceedings, and
certain liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been such
directors or officers.
ITEM #7 EXEMPTION FROM REGISTRATION CLAIMED.
In each instance the Common Stock issued by the registrant to the holder were
issued pursuant to the exemption contained in Rule 701 promulgated under Section
3(b) of the Securities Act of 1933.
ITEM #8 EXHIBITS.
The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.
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ITEM #9 UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement. That, for the purpose
of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be all 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) To include any material information not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement, provided, however, that paragraphs (i) and (ii) do
not apply if the Registration Statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment by
those paragraph is contained in periodic reports filed by the Company
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unexercised at the expiration
of the exercise period.
(4) That, for the purpose of determining any liability under the Securities
Act of 1934 each filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated
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.
(5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act, and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Daleco Resources
Corporation certifies that it has reasonable grounds to believe it meets all of
the requirements for filing or Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the town of Wayne, Commonwealth of Pennsylvania, on May 21, 1997.
Daleco Resources Corporation
ss/GARY J. NOVINSKIE
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By: Gary J. Novinskie, 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
date indicated.
SIGNATURE TITLE DATE
CHAIRMAN OF THE BOARD
OF DIRECTORS AND CHIEF
ss/DOV AMIR EXECUTIVE OFFICER May 21, 1997
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DOV AMIR
PRESIDENT, DIRECTOR
AND CHIEF OPERATING
ss/GARY J. NOVINSKIE OFFICER May 21, 1997
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GARY J. NOVINSKIE
ss/EDWARD J. FURMAN CHIEF FINANCIAL OFFICER May 21, 1997
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EDWARD J. FURMAN
DIRECTOR AND
ss/DAVID F. LINCOLN VICE PRESIDENT May 21, 1997
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DAVID F. LINCOLN
DIRECTOR AND
ss/LOUIS ERLICH VICE PRESIDENT May 21, 1997
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LOUIS ERLICH
ss/C. WARREN TRAINOR DIRECTOR May 21, 1997
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C. WARREN TRAINOR
ss/EBERHARD MEULLER DIRECTOR May 21, 1997
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EBERHARD MUELLER
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EXHIBITS
Filed pursuant to Item 601 of Regulation S-B.
DESCRIPTION METHOD OF FILING
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(4) (a) Articles of Incorporation of Daleco Attached as an Exhibit to Form
Resources Corporation. 8-K dated October 7, 1996.
(b) Agreement dated the 31st day of Attached as an Exhibit to Form
October, 1996 between Daleco 8-K dated March 12, 1997
Resources Corporation and Wall
Street Equities, Inc.
(c) Agreement dated March 12, 1997 Attached as an Exhibit to Form
between Daleco Resources Corporation S-8 dated March 12, 1997
and Avonwood Capital Corporation
(d) Letter dated February 15, 1996 Included at page II - 1 of the
between Daleco Resources Corporation Registration Statement
and John Conti as amended by letter
dated April 21, 1997.
(5) Opinion of Ehmann, Van Denbergh & Included at Page II - 3 of
Trainor, P.C. this Registration Statement.
(24) Consent of Experts and Counsel
Consent of Ehmann, Van Denbergh &
Trainor, P.C. is contained in its opinion
filed as Exhibit 5.
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[DALECO RESOURCES CORPORATION LETTERHEAD]
February 15, 1996
Mr. John Conte
3799 Mote Road
Gainsville, NY 14066
Dear John,
As we have discussed, effective February 15, 1996, you are retained as a Senior
Vice President of Daleco Resources Corporation and an employee of Haly
Corporation, with responsibilities to represent Daleco Resources Corporation and
all subsidiaries of the Company in the investment banking community and to
assist the Company in the matter of financial procurement as well as assist with
all matters relating to financial public relations and shareholders' relations
and all other Corporate matters as directed.
Your compensation will be $8,000 per month, paid bi-monthly, plus a leased
automobile as we discussed as well as all expenses related to the business of
the Company. Additionally, you will be granted options for Daleco Resources
Corporation common stock, the number of which will be worked out initially
within the legal framework and restraints of the regulatory agencies governing
the Company in Ontario, Canada.
It is understood that such option program will be revised at a future time. It
is also understood that the Company is in the process of becoming a U.S.
domesticated Company and it is our intention to nominate you as a director of
the Company.
Very truly yours,
/s/ Louis Erlich
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Louis Erlich, Chairman
/s/ Dov Amir
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Dov Amir, President
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[DALECO RESOURCES CORPORATION LETTERHEAD]
April 21, 1997
Mr. John Conte
3799 Mote Road
Gainsville, NY 14066
Dear John,
Reference is made to our letter of January 9, 1997, in which we enclosed $4,000
with further payments to be $5,000 per month until payment in full. You have
subsequently agreed to accept $4,000 per month.
We reserve the right to retire any remaining balance at our election, at any
time, by way of S8 stock payment.
If the above correctly reflects our understanding regarding this matter, please
indicate so by signing and returning one copy of this letter.
Very truly yours,
/s/ Dov Amir
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Dov Amir
Chairman of the Board
Agree and approved
/s/ John Conte
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John Conte
cc: Gary Novinskie
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[LETTERHEAD OF EHMANN, VAN DENBERGH & TRAINOR]
May 21, 1997
Daleco Resources Corporation
435 Devon Park Drive, Suite 410
Wayne, PA 19087
Re: 373,292 Shares of Common Stock
of Daleco Resources Corporation
Gentlemen:
We have represented Daleco Resources Corporation (the "Company") in connection
with the registration of the above referenced Shares under the Securities Act of
1933 on the Company's Form S-8 Registration Statement (the "Registration
Statement") for issuance to certain "consultants" as specified in the
Registration Statement.
We have examined the originals or copies, certified or otherwise identified to
our satisfaction, of the Company's Certificate of Incorporation; its By-Laws;
minutes of the Meetings of the Board of Directors; the Agreements listed as
Exhibits to the Registration Statement or incorporated therein by reference; and
such other materials as we considered necessary to support this opinion.
Based on this examination, we are of the opinion that the Shares have been
clearly and validly authorized, and that the Shares will be legally issued,
fully paid and non-assessable when certificates therefore have been duly
executed and countersigned and delivered.
We hereby consent to the reference to this firm in the Registration Statement
under Item 5 of Form S-8, Interest of Named Experts and Counsel, and to the
attachment of this opinion as an Exhibit to the Registration Statement.
Ehmann, Van Denbergh & Trainor, P.C.
By: /s/ C. Warren Trainor
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A Member of the Firm
CWT:cj
