SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
DALECO RESOURCES CORPORATION
(EXACT NAME OF REGISTRANT SPECIFIED IN ITS CHARTER)
DELAWARE 23-2860739
(STATE OF OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
435 DEVON PARK DRIVE, SUITE 410, WAYNE, PENNSYLVANIA 19087
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE AND ZIP CODE)
(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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<S> <C> <C> <C> <C>
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PROPOSED
TITLE OF MAXIMUM PROPOSED
SECURITIES AMOUNT OFFERING MAXIMUM AMOUNT OF
TO BE TO BE PRICE PER AGGREGATE REGISTRATION
REGISTERED REGISTERED SHARE(1) OFFERING PRICE FEE
- ---------------------------------------------------------------------------------------------------------------------
Common
Stock (Par
Value $0.01) 100,000 $1.06 $106,000.00 $32.12
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(1) This price was fixed based on the closing price of the stock on May 4, 1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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ITEM #1
(b) Securities to be offered:
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1) This Registration Statement covers 100,000 shares of Common Stock,
par value $.01, of Daleco Resources Corporation, a Delaware
corporation, issued to consultants in exchange for services at $1.xxx
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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Venture Capital & Marketing Consultants, Inc. 100,000
312 West First Street
Sanford, Fl. 32771
=============================================================================
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<PAGE>
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 registrant's latest annual report on Form 10-KSB, dated December 24,
1997.
(b) The registrant's Form 10-QSB dated February 12, 1998 for the quarter
ending December 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.
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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.
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<PAGE>
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.
ITEM #9 UNDERTAKINGS.
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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.
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<PAGE>
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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<PAGE>
SIGNATURES
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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 6, 1998.
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.
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SIGNATURE TITLE DATE
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<S> <C> <C>
CHAIRMAN OF THE BOARD OF
DIRECTORS AND CHIEF
/s/ DOV AMIR EXECUTIVE OFFICER May 6, 1998
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DOV AMIR
PRESIDENT, DIRECTOR AND
/s/ GARY J. NOVINSKIE CHIEF OPERATING OFFICER May 6, 1998
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GARY J. NOVINSKIE
/s/ EDWARD J. FURMAN CHIEF FINANCIAL OFFICER May 6, 1998
- ----------------------------------------
EDWARD J. FURMAN
/s/ DAVID F. LINCOLN DIRECTOR AND VICE PRESIDENT May 6, 1998
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DAVID F. LINCOLN
/s/ LOUIS ERLICH DIRECTOR May 6, 1998
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LOUIS ERLICH
/s/ C. WARREN TRAINOR DIRECTOR May 6, 1998
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C. WARREN TRAINOR
/s/ EBERHARD MEULLER DIRECTOR May 6, 1998
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EBERHARD MUELLER
</TABLE>
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<PAGE>
EXHIBITS
Filed pursuant to Item 601 of Regulation S-B.
DESCRIPTION METHOD OF FILING
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(4) Articles of Incorporation of Attached as an Exhibit to Form 8-K
Daleco Resources Corporation. dated October 7, 1996.
(5) Opinion of Ehmann, Van Included at Page II - 1 of this
Denbergh &b Trainor, P.C. 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.
<PAGE>
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
May 7, 1997
Daleco Resources Corporation
435 Devon Park Drive, Suite 410
Wayne, PA 19087
Re: 100,000 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 Venture Capital & Marketing Consultants, Inc. 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 be 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
validly authorized, and that the Shares will be legally issued, fully paid and
non-assessable when certificates therefore have been duly executed,
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
