<PAGE>
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
- -------------------------------- ------------------------------------
(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
---------- ---------- ---------- ---------- ------------
Common Stock 437,666 $.68 $296,916 $90.00
(Par Value $0.01)
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(1) This is a blended rate consistent of 250,000 shares at $1.00 and 187,666
shares at $.25.
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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 437,666 shares of Common Stock,
par value $.01, of Daleco Resources Corporation, a Delaware
corporation, consisting of 250,000 shares of Common Stock issued to
consultants in exchange for services at $1.00 per share and 187,666
shares of Common Stock issued to consultant 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. 200,000
205 Indian Avenue
Portsmouth, RI 02871
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Madison Investment Group, Inc. 50,000
Post Office Box 1120
Newport, RI 02840
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Avonwood Capital Corporation 187,666
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 February 14, 1997 for the quarter ending
December 31, 1996.
(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 March 12,
1997.
Daleco Resources Corporation
/s/ GARY J. NOVINSKIE
---------------------------------
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
--------- ----- ----
/s/ DOV AMIR CHAIRMAN OF THE BOARD
- ------------------------- OF DIRECTORS AND CHIEF March 12, 1997
DOV AMIR EXECUTIVE OFFICER
/s/ GARY J. NOVINSKIE PRESIDENT, DIRECTOR
- ------------------------- AND CHIEF OPERATING March 12, 1997
GARY J. NOVINSKIE OFFICER
/s/ EDWARD J. FURMAN
- ------------------------- CHIEF FINANCIAL OFFICER March 12, 1997
EDWARD J. FURMAN
/s/ DAVID F. LINCOLN DIRECTOR AND
- ------------------------- VICE PRESIDENT March 12, 1997
DAVID F. LINCOLN
/s/ LOUIS ERLICH DIRECTOR AND
- ------------------------- VICE PRESIDENT March 12, 1997
LOUIS ERLICH
/s/ C. WARREN TRAINOR
- ------------------------- DIRECTOR March 12, 1997
C. WARREN TRAINOR
/s/ MARK J. DeNINO
- ------------------------- DIRECTOR March 12, 1997
MARK J. DeNINO
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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
Resources Corporation. Form 8-K dated October 7,
1996.
(b) Agreement dated the 31st day of October, Included at Page II-1 of the
1996 between Daleco Resources Registration Statement.
Corporation and Wall Street Equities, Inc.
(c) Agreement dated March 12, 1997 between Included at Page II, 5 of
Daleco Resources Corporation and the Registration Statement.
Avonwood Capital Corporation
(5) Opinion of Ehmann, Van Denbergh & Included at Page II - 6 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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AGREEMENT
This Agreement is made and entered into as this 31st day of October,
1996 by and between Wall Street Equities, Inc. ("WSE") and Daleco Resources
Corporation (the "Company").
In consideration of the mutual premises set forth herein, and for
other good and valuable consideration, the adequacy, sufficiency and receipt of
which the undersigned hereby acknowledge, the parties hereto agree as follows:
1. Engagement. The Company hereby engages WSE on a non-exclusive basis
for the term specified in Paragraph 2 hereof to render financial public
relations services to the Company as upon the terms and conditions set forth
herein.
2. Term. The term of this Agreement shall be for one year commencing
as of the date hereof ("Effective Date").
3. Services. During the term of this Agreement, WSE shall provide the
Company with such regular and customary consulting advice as is reasonably
requested by the Company, provided that WSE shall not be required to undertake
duties not reasonably with the scope of the financial public relations advisory
services contemplated by this Agreement. It is understood and acknowledged by
the parties that the value of WSE's advice is not readily quantifiable, and that
WSE shall be obligated to render services upon the request of the Company, in
good faith, but shall not be obligated to expend any specified amount of time
in so doing. WSE's duties may include, but shall not necessarily be limited to,
the development and implementation of the Company's financial public relations
program, assisting the Company in the preparation of annual and interim
financial reports and press releases, and assistance in securing third-party
preparation of research reports on the Company.
4. Compensation and Expenses.
a. In consideration of the services to be rendered by WSE to the
Company pursuant to this Agreement, the Company shall (i) pay WSE a cash fee of
$150,000, without deduction, as follows:
(x) $6,000 per month for the first three months after the Effective
Date,
(y) $12,000 per month for the fourth through the sixth month after the
Effective Date, and
(z) $16,000 per month for the seventh through the twelfth month after
the Effective Date;
and (ii) issue and deliver as of the Effective Date, two hundred fifty thousand
(250,000) shares of the common stock of the Company (the "Shares") registered on
Form S-8 or equivalent, as follows:
Issue Certificate i/n/o: No. of Shares
------------------------ -------------
Wall Street Equities, Inc. 200,000
(at the address set forth below)
Taxpayer ID No. 05-0490523
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Madison Investment Group, Inc. 50,000
P.O. Box 1120
Newport, RI 02840
Taxpayer ID No. 04-3248795
b. The Company shall reimburse WSE for previously approved
out-of-pocket expenses incurred in connection with the performance of this
Agreement.
5. Reliance on Company Information. The Company recognizes and confirms
that, in advising the Company and in fulfilling its responsibilities under this
Agreement, WSE will use and rely on data, material and other information
furnished to WSE by the Company. The Company acknowledges and agrees that in
performing its services under this Agreement, WSE may rely upon the data,
material and other information supplied by the Company without independently
verifying the accuracy, completeness or veracity of the same. Accordingly, the
Company expressly agrees that all data, material and other information furnished
to WSE by the Company shall not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.
6. Independent Contractor. WSE shall perform its services hereunder as
an independent contractor and not as an employee of the Company or an affiliate
thereof. It is expressly understood and agreed to by the parties hereto that WSE
shall have no authority to act for, represent or bind the Company or any
affiliate thereof in any manner.
7. Representations and Warranties. The Company represents and warrants
to WSE as follows:
a. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of [ ].
b. The Company has fully power and authority to enter into
this Agreement and has taken all action necessary to authorize the execution,
delivery and performance of this Agreement. The execution and delivery of this
Agreement by the Company does not violate or result in a breach of any
provisions of the Company's charter or bylaws. This Agreement has been properly
executed and delivered by a duly authorized officer of the Company and
constitutes a valid and legally binding agreement of the Company and is
enforceable against the Company in accordance With its terms.
C. The Shares, when issued, shall be duly authorized, validly issued,
fully paid and non-assessable and free of all preemptive rights.
8. Review of Tax Filings. The Company will offer WSE the opportunity to
review any Forms 1099 proposed to be filed by the Company with the Internal
Revenue Service with respect to this Agreement.
9. Miscellaneous.
a. This Agreement constitutes the entire agreement and understanding of
the parties hereto and supersedes any and all previous agreements and
understandings, whether oral or written, between the parties with respect to the
matters set forth herein.
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b. All notices, requests, demands and other communications required or
permitted to be given hereunder shall be personally delivered, sent by
registered or certified mail, return receipt requested, postage prepaid or by
private overnight delivery services to the party at the address set forth below
or to such other address as either party may hereafter give notice of in
accordance with the provisions hereof:
if to the Company:
Daleco Resources Corporation
Devon Park Drive
Suite 410
Wayne, PA 19087
Attention:Gary Novinskie
if to WSE:
Wall Street Equities, Inc.
76 Macintosh Drive
Portsmouth, RI 02871
Attention: James Connell
c. This Agreement shall be binding upon and inure to the benefit of
each of the parties hereto and their respective successors, legal
representatives and assigns.
d. This Agreement may be executed in any number of counterparts, each
of which together shall constitute one and same original document.
e. No provision of this Agreement may be amended, modified or waived,
except in a writing signed by each party hereto. This Agreement cannot be
terminated except with the consent of WSE and the Company.
f. This Agreement shall be construed and enforced in accordance with
the laws of the State of Rhode Island without regard to conflicts of laws.
***
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If the foregoing correctly sets forth the understanding between WSE
and the Company with respect to the foregoing, please so indicate your agreement
by signing below, at which time this letter shall become a binding contract
effective as of the date first written above.
WALL STREET EQUITIES, INC.
By /s/ James Connell
---------------------------
James Connell, President
Accepted and agreed to:
DALECO RESOURCES CORPORATION
By: /s/ Gary J. Novinskie
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Gary Novinskie, President
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AVONWOOD
CAPITAL CORPORATION
DAYLESFORD PLAZA, SUITE 360
1436 LANCASTER AVENUE, BERWYN, PA 19312
TEL. (610) 407-9600 o FAX (610) 407-9650
March 12,1997
Mr. Gary Novinskie
President
Daleco Resources Corporation
435 Devon Park Drive
Suite 410
Wayne, PA 19087
Re: Consulting Services Agreement
-----------------------------
Dear Gary:
Consistent with our discussions, Avonwood Capital Corporation ("Avonwood")
agrees to the amendment of Article IV, Compensation, of the Consulting Services
Agreement dated as of March 19, 1996 ("Agreement") as follows:
"Avonwood Capital Corporation agrees to accept 187,666 shares of
Daleco Resources Corporation common stock in substitution for the
cash payment due for the months of January, February and March
1997 under the Agreement. The common stock to be issued shall be
registered by Daleco, at no cost to Avonwood Capital Corporation
on Form S-8, so that same shall be fully tradable.
If you agree with this change, please sign below and return one executed copy of
this agreement to us for our files.
Thank you for your cooperation.
Sincerely,
/s/ James W. Porter, Jr. /s/ Gary J. Novinskie 3/12/97
- -------------------------- -------------------------------
James W. Porter, Jr. Gary J. Novinskie
Chairman & CEO President
Daleco Resources Corporation
JWP/hau
encl.
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LAW OFFICES OF
EHMANN, VAN DENBERGH & TRAINOR
A PROFESSIONAL CORPORATION
TWO PENN CENTER PLAZA, SUITE 725 TELEPHONE: 215/851-9800
PHILADELPHIA, PENNSYLVANIA 19102-1707 FAX: 215/851-9820
March 12, 1997
Daleco Resources Corporation
435 Devon Park Drive, Suite 410
Wayne, PA 19087
Re: 437,666 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; it 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/
--------------------------------
A Member of the Firm
CWT:cj
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