As Filed: January 27, 1998 SEC File No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FORELAND CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 87-0422812
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
12596 West Bayaud, Suite 300
Lakewood, Colorado 80228-2019
(Address of Principal Executive Offices) (Zip Code)
Employment Options
(Full title of the plan)
N. Thomas Steele, 12596 West Bayaud, Suite 300, Lakewood, Colorado 80228-2019
(Name and address of agent for service)
(303) 988-3122
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered(1) Per Share(2) Price Registration Fee
- ------------------------------ ------------- -------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.001 80,000 $4.00 $320,000 $95
</TABLE>
[FN]
(1) There are also registered pursuant to Rule 416 such additional number of
securities as may be issuable under the antidilution provisions of the
plans being registered.
(2) Pursuant to Rule 457(h) of the Securities Act of 1933, as amended, the
proposed maximum offering price per share for the purpose of calculating
the registration fee is the weighted average exercise price per share of
the outstanding and unexercised options.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Foreland Corporation, a Nevada corporation (the
"Company"), pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or the Securities Act of 1933, as amended (the "Securities
Act"), are hereby incorporated by reference in this registration statement:
(1) The annual report on Form 10-K for the fiscal year ended December
31, 1996 (as amended on April 30, 1997, and May 7, 1997).
(2) The quarterly reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997, and September 30, 1997.
(3) The current reports on Form 8-K dated January 13, 1997,
January 22, 1997, February 20, 1997, March 18, 1997, May 2, 1997,
May 12, 1997, September 3, 1997, October 21, 1997, January 6, 1998,
January 9, 1998, and January 14, 1998.
(4) The Proxy Statement related to the 1997 annual meeting of the
Company's stockholders.
(5) The description of the Common Stock of the Company contained in
its registration statement on Form 8-A, file no. 0-14096, as declared
effective February 18, 1986.
All documents filed by the Company pursuant to sections 13(a), 13(c), 14,
and 15(d) of the Exchange Act after the date of this registration statement and
prior to the filing of a post-effective amendment to this registration statement
which indicates that all securities offered hereby have been sold, or which
deregisters all such securities remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The following is a brief summary of certain indemnification provisions of
the Company's articles of incorporation and the general corporation law of the
state of Nevada. This summary is qualified in its entirety by this reference to
the text of the articles of incorporation and the corporate law of the state of
Nevada.
Section 78.037 and 78.751 of the Nevada Revised Statutes and "ARTICLE VII.
INDEMNIFICATION OF DIRECTORS AND OFFICERS" of the Registrant's articles of
incorporation provide for indemnification of the Registrant's directors and
officers in a variety of circumstances, which may include liabilities under the
Securities Act of 1933, as amended. 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.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
SEC
Exhibit Reference
No. No. Description Location
- -------- --------- --------------------------------------------------------- ---------------
<S> <C> <C> <C>
Item 4. Instruments Defining the Rights of Security Holders
4.01 4 Specimen Common Stock certificate Incorporated by
reference(1)
4.02 4 Articles of Restatement of the Articles of Incorporation Incorporated by
reference(2)
4.03 4 Bylaws Incorporated by
reference(3)
Item 5. Opinion Regarding Legality
5.01 5 Opinion and consent of Kruse, Landa & Maycock, L.L.C., This Filing
regarding legality of Common Stock to be issued
Item 23. Consents of Experts and Counsel
23.01 23 Consent of Kruse, Landa and Maycock, L.L.C., counsel for See Item 5
the Company above
23.02 23 Consent of Hein + Associates LLP, certified public This Filing
accountants
23.03 23 Consent of Malkewicz Hueni Associates, Inc. This Filing
Item 24. Power of Attorney
24.01 24 Power of Attorney This Filing (See
signature page)
</TABLE>
[FN]
(1) Incorporated by reference from the Company's registration statement on Form
S-2, SEC file number 33-42828.
(2) Incorporated by reference from the Company's registration statement on Form
S-3, SEC file number 333-37793.
(3) Incorporated by reference from the Company's registration statement on Form
S-1, SEC file number 33-19014.
ITEM 9. UNDERTAKINGS
Post-Effective Amendments [Item 512(a)]
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
Filings Incorporating Subsequent Exchange Act Documents by Reference [Item
512(b)]
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable,
each filing of any employee benefit plan's annual report pursuant to section
15(a) of the Securities Exchange Act of 1934, as amended) that is incorporated
by reference in the registration 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.
Filing of Registration Statement on Form S-8 [Item 512(h)]
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, 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 Securities Act of 1933, as amended, and is, therefore, unenforceable. 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 jurisdiction,
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933, as amended, and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Lakewood, state of Colorado, on the 23rd day of
January, 1998.
FORELAND CORPORATION
By /s/ N. Thomas Steele
N. Thomas Steele, President
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints N. Thomas Steele and/or Bruce C. Decker, and each
of them, with the power of substitution, as his attorney-in-fact for him, in all
capacities, to sign any amendments to this registration statement and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorney-in-fact or his substitutes may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on this 23rd day of January, 1998.
/s/ N. Thomas Steele
N. Thomas Steele, Director and
President (Principal Executive Officer)
/s/ Grant Steele
Dr. Grant Steele, Director
/s/ Bruce C. Decker
Bruce C. Decker, Director and Vice-
President of Operations (Principal
Financial and Accounting Officer)
Robert D. Gershen, Director
/s/ Lee Brian Van Ramshorst
Lee Brian Van Ramshorst, Director
KRUSE, LANDA & MAYCOCK, L.L.C.
EIGHTH FLOOR, BANK ONE TOWER
50 WEST BROADWAY (300 SOUTH)
SALT LAKE CITY, UTAH 84101-2034
JAMES R. KRUSE TELEPHONE: (801) 531-7090
HOWARD S. LANDA TELECOPY: (801) 531-7091
ELLEN MAYCOCK MAILING ADDRESS (801) 359-3954
DAVID R. KING Post Office Box 45561
KEITH L. POPE Salt Lake City, Utah 84145-0561
LYNDON L. RICKS
KEVIN R. ANDERSON
JODY L. WILLIAMS
STEVEN G. LOOSLE
RICHARD C. TAGGART
DAVID C. WRIGHT
PAMELA S. NIGHSWONGER
SHANE L. HANNA OF COUNSEL
WILLIAM N. WHITE ANTHONY L. RAMPTON
January 20, 1998
Board of Directors
Foreland Corporation
12596 West Bayaud, Suite 300
Lakewood, Colorado 80228-2019
Re: Foreland Corporation
Registration Statement on Form S-8
Gentlemen:
We have been engaged by Foreland Corporation (the "Company") to render our
opinion respecting the legality of certain securities to be offered and sold
pursuant to the registration statement on Form S-8 being filed by the Company
with the Securities and Exchange Commission (the "Registration Statement").
Capitalized terms used but not defined herein have the same meanings as set
forth in the Registration Statement.
In connection with this engagement, we have examined the following:
1. Articles of incorporation of the Company;
2. Bylaws of the Company;
3. The Registration Statement; and
4. Unanimous consents of the Company's board of directors.
We have examined such other corporate records and documents and have made
such other examination as we deemed relevant.
Based upon the above examination, we are of the opinion that the Common
Stock to be sold pursuant to the Registration Statement will be, when sold in
accordance with the terms set forth in the Registration Statement, legally
issued, fully paid, and nonassessable under the Nevada Revised Statutes, as
amended.
This firm consents to being named in the Prospectus included in the
Registration Statement as having rendered the foregoing opinion and as having
represented the Company in connection with the Registration Statement.
Sincerely yours,
/s/ Kruse, Landa & Maycock, L.L.C.
KRUSE, LANDA & MAYCOCK, L.L.C.
KL&M/RCT:pjc
HEIN + ASSOCIATES LLP
Certified Public Accountants & Consultants with
offices in Denver, Houston, Dallas and Los Angeles
717 Seventeenth Street, Suite 1600
Denver, CO 80202-3330
Phone: (303) 298-9600
Fax: (303) 298-8118
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in the registration statement of
Foreland Corporation on Form S-8 of our report dated March 14, 1997, on our
audits of the consolidated financial statements of Foreland Corporation, as
of December 31, 1995 and 1996, and for each of the three-year period ended
December 31, 1996, which report is included in the Company's Annual Report
on Form 10-K.
/s/ Hein + Associates LLP
HEIN + ASSOCIATES LLP
Denver, Colorado
January 19, 1998
MALKEWICZ HUENI ASSOCIATES, INC.
January 16, 1998
Kruse, Landa & Maycock, L.L.C.
Eighth Floor, Bank One Tower
50 West Broadway (300 South)
Salt Lake City, Utah 84101-2034
To Whom It May Concern:
We consent to the use of our report respecting Foreland Corporation's (the
"Company"), properties and the discussion of such report as contained in the
Company's annual report on Form 10-K for the year ended December 31, 1996, and
to the incorporation by reference of such report as it is referred to in the
Company's annual report to the Registration Statements on Form S-8.
Sincerely,
Malkewicz Hueni Associates, Inc.
/s/ Stephen E. Malkewicz
Stephen E. Malkewicz
President
14142 Denver West Parkway, Suite 190
Golden, Colorado 80401 U.S.A.
(303) 277-0270
Fax: (303) 277-0267
e-mail: [email protected]
