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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
-------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE AND ZIP CODE)
(FULL TITLE OF THE PLAN)
C/O EHMANN, VAN DENBERGH & TRAINOR, P.C.
TWO PENN CENTER PLAZA, SUITE 725
PHILADELPHIA, PENNSYLVANIA 19102
--------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
215-851-9800
------------
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
-------------------------------
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<CAPTION>
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
---------- ---------- -------- ----- ---
<S> <C> <C> <C> <C>
Common Stock 50,000 $1.68 $84,000 $27.72
(Par Value $.01)
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(1) This price was fixed based on the closing price of the stock on March
30, 1998
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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 50,000 shares of Common Stock, par
value $.01, of Daleco Resources Corporation, a Delaware corporation,
issued to consultants in exchange for services at $1.68 per share
pursuant to Rule 701 under the Securities Act of 1933.
(2) The persons covered hereby are:
=========================================== ==========================
NAME OF RE-OFFEROR NUMBER OF SHARES
=========================================== ==========================
Ehmann, Van Denbergh & Trainor, P.C. 50,000
Two Penn Center Plaza, Suite 725
Philadelphia, PA 19102
=========================================== ==========================
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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 December
30, 1997 for its fiscal year ending September 30, 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 16, 1998.
(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.
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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.
-------------
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
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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 31,
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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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
CHAIRMAN OF THE BOARD OF DIRECTORS AND
CHIEF
ss/Dov Amir EXECUTIVE OFFICER March 31, 1998
------------------------------------- ----------------------------
DOV AMIR
PRESIDENT, DIRECTOR AND
ss/Gary J. Novinskie CHIEF OPERATING OFFICER March 31, 1998
------------------------------------- ----------------------------
GARY J. NOVINSKIE
ss/EDWARD J. FURMAN CHIEF FINANCIAL OFFICER March 31, 1998
------------------------------------- ----------------------------
EDWARD J. FURMAN
DIRECTOR AND
ss/DAVID F. LINCOLN VICE PRESIDENT March 31, 1998
------------------------------------- ----------------------------
DAVID F. LINCOLN
ss/LOUIS ERLICH DIRECTOR March 31, 1998
------------------------------------- ----------------------------
LOUIS ERLICH
ss/C. WARREN TRAINOR DIRECTOR March 31, 1998
------------------------------------- ----------------------------
C. WARREN TRAINOR
ss/EBERHARD MEULLER DIRECTOR March 31, 1998
------------------------------------- ----------------------------
EBERHARD MUELLER
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EXHIBITS
--------
Filed pursuant to Item 601 of Regulation S-B:
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<CAPTION>
DESCRIPTION METHOD OF FILING
(4) Article of Incorporation of Daleco Resources Attached as an Exhibit to Form 8-K dated
Corporation. October 7, 1996.
<S> <C> <C>
(5) Opinion of Ehmann, Van Denbergh & Trainor, PC. Included at Part II-1 of this Registration
Statement.
(24) Consent of Experts and Counsel
Consent of Ehmann, Van Denbergh &
Trainor, PC is contained in its
opinion filed as Exhibit 5.
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{LETTERHEAD OF EHMANN, VAN DENBERGH & TRAINOR]
March 31, 1997
Daleco Resources Corporation
435 Devon Park Drive, Suite 410
Wayne, PA 19087
Re: 50,000 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 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/ C. Warren Trainor
---------------------
A Member of the Firm
