<PAGE>
Chapel Hill Partners, Investment Letter
July 19, 1996
Nicholas E. Ross, President
Nerox Energy Corporation
846 West Foothill Blvd., Suite Y, Upland, California, 91786-377
Re: purchase of Nerox Energy Stock and Investment Intent
This letter is issued pursuant to the offer of Chapel Hill Partners ("Chapel")
to acquire 86,650 shares of Nerox Energy Corporation ("Company") Common Stock
for $1.00 per share and $100,000 shares for $2.50 per share in its letter of
July 8, 1996. Chapel represents that it is acquiring the shares of Company for
investment for its own account and with no present intention of reselling or
otherwise distributing the shares as part of the intended issuance, pursuant to
the representation made by Company as part of its S-8 filing with the Securities
and Exchange Commission. Chapel understands and acknowledges that such shares to
be issued have not been registered under the Securities Act of 1933, as amended,
on the ground that this transaction is exempt under Section 4(2) of that Act,
as not involving any public offering, and that the Company's reliance on such
exemption and the filing of its S-8 statement for this transaction is predicated
in part on Chapel's investment representation contained in this letter. By
acceptance of the conditions in this letter for the acquisition of the Company's
stock, Chapel confirms that the effect and intention of Chapel's representation
and warranty set forth above is that Chapel does not now intend to dispose of
all or any part of the share to be issued to Chapel, unless and until Chapel
determines at some future date that changed circumstances, not now in
contemplation, make disposition pursuant to the terms of this letter advisable.
By acceptance the offer for the shares and the provisions of the related S-8
filing with the Securities and Exchange Commission, Chapel agrees that the
transfer of any shares of the stock of the Company will be subject to
restrictions, sometimes referred to as Rule 144 restrictions and that no
transfers will be effected until either (a) the holder of the shares has
obtained an opinion of counsel for the Company to the effect that the proposed
transfer will not result in a violation of the Securities Act of 1933, as then
amended, or a letter from the Securities and Exchange Commission to the effect
that no action will be taken with respect to the transfer; or (b) a registration
statement with respect to these shares is then effective and in current form
under the Securities Act of 1933, as then amended. This provision shall be
binding on all subsequent transferees of the to be issue shares of the Company.
Very truly yours.
/s/
Chapel Hill Partners
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
FORM S-8
REGISTRATION STATEMENT UNDER SECTION
THE SECURITIES EXCHANGE ACT OF 1933
NEROX ENERGY CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 911317131
- ---------------------------------------------- -----------------------------
(State of incorporation or (I.R.S. employer
organization) identification no.)
846 West Foothill Blvd., Suite "Y", Upland, CA 91786-3770
- ---------------------------------------------- ------------------------------
(Address of principal executive offices) (Zip Code)
1996 CONSULTANT STOCK COMPENSATION PLAN
- -------------------------------------------------------------------------------
(Full title of the plan)
Laughlin Associates, Inc., 2533 N. Carson St., Carson City, Nevada 89700
- -------------------------------------------------------------------------------
(Name and address for agent for service)
1(800) 648-0966
- ---------------------------------------
(Telephone Number of agent for service)
===============================================================================
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per aggregate offering registration fee
share price
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (1) 186,650 $2.50 $336,650 $117.00
- ---------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
NEROX ENERGY CORPORATION S-8
FORM S-8 REGISTRATION OF ADDITIONAL SECURITIES
There are no earlier Form S-8 Registration statements
<PAGE>
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The registrant incorporates the following documents by reference in this
Registration Statement:
<TABLE>
<CAPTION>
<C> <S>
(a) The registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1996;
(b) The registrant's Annual Report on Form 10-K for the calendar year ended
December 31, 1995;
(c) The registrant's Quarterly Report on Form 10-Q for the period ended
September 30, 1995;
(d) The registrant's Quarterly Report on Form 10-Q for the period ended
June 30, 1995;
(e) The registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1995;
(f) The registrant's Annual Report on Form 10-K for the calendar year ended
December 31, 1994;
(g) The registrant's Quarterly Report on Form 10-Q for the period ended
September 30, 1994;
(h) The registrant's Quarterly Report on Form 10-Q for the period ended
June 30, 1994;
(i) The registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1994;
(j) The registrant's Annual Report on Form 10-K for the calendar year ended
December 31, 1993;
(k) The registrant's Quarterly Report on Form 10-Q for the period ended
September 30, 1993;
(l) The registrant's Quarterly Report on Form 10-Q for the period ended
June 30, 1993;
(m) The registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1993;
(n) The registrant's Annual Report on Form 10-K for the calendar year ended
December 31, 1992;
(o) All other documents filed by registrant after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to this Registration Statement which deregisters the securities
covered hereunder which remain unsold.
</TABLE>
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's authorized capitalization is 2,500,000 shares of Common
Stock, par value $.02 per share, of which 1,496,000 shares were issued and
outstanding as of March 31, 1996. Holders of the Company's Common Stock are
entitled to one vote per share on each matter submitted to vote at any meeting
of shareholders. Shares of Common Stock do not carry cumulative voting rights
and therefore, holders of a majority of the outstanding shares of Common Stock
will be able to elect the entire board of directors and, if they do so,
minority shareholders would not be able to elect any members to the board of
directors. In addition, one class of preferred stock was authorized: 200,000
Preferred, convertible, after one year, non-voting, of which 70,709 shares have
been used. The preferred shares have no par value. The Company's board of
directors has authority, without action by the Company's shareholders, to
issue all or any portion of the authorized but unissued shares of Preferred or
Common Stock, which would reduce the percentage ownership of the Company of its
shareholders and which may dilute the book value of the Common Stock.
Shareholders of the Company have no preemptive rights to acquire additional
shares of Common Stock. The Common Stock is not subject to redemption and
carries no subscription or Conversion rights. In the event of liquidation of
the Company, the shares of Common Stock are entitled to share equally in
corporate assets after satisfaction of all liabilities. Holders of Common Stock
are entitled to receive such dividends as the board of directors may from time
to time declare out of funds legally available for the payment of dividends.
The Company has not paid cash dividends on its Common Stock and does not
anticipate that it will pay cash dividends in the forseeable future.
ITEM 5. INTEREST OF COUNSEL AND NAMED EXPERTS.
NOT APPLICABLE
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Company's Articles of Incorporation and Bylaws provide for
indemnification of directors and officers against certain liabilities. Officers
and directors of the Company are indemnified generally against expenses actually
and reasonably incurred in connection with proceedings, whether civil or
criminal.
Insofar as Indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The issuance of the securities to be offered hereby were exempt from the
registration requirements of the Securities Act of 1933, as amended, by virtues
of Section 4(2) thereof involving any "offer" and "sale". As a Condition
precedent to each sale or gift, the respective purchaser was
<PAGE>
required to execute an investment letter and consent to the imprinting of a
restrictive legend on each stock certificate received from the registrant.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
<C> <S>
5 Opinion of Jack Utter, Esq.
10 1996 Consultant Stock Compensation Plan.
24 Consent of Saddington-Cacciamatta, Certified Public Accountants.
</TABLE>
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 this registration statement:
(ii) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) change in the information set forth in the
registration statement;
(iii) 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 registrations statement, including
(but not limited to) any addition or election of a managing underwriter.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering or such securities offered 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.
The undersigned registrant hereby undertakes that, for purpose of
determining any liability under the Securities Act of 1933, 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 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.
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for such
indemnification against such liabilities (other than the payment by the Company
in the successful defense or 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 that matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question expressed the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Upland, State of California, on this 19th day of
July, 1996.
NEROX ENERGY CORPORATION
By:
---------------------------
Nicholas E. Ross
President, Chief Executive
Officer, and Director
Each person whose signature appears below on this Registration Statement
hereby constitutes and appoints Nicholas E. Ross, President, or his successor in
office, with full power to act as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities (until revoked in writing) to
sign any and all capacities (including post effective amendments and amendments
thereto) this Registration Statement on Form S-8 of Nerox Energy Corporation,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully for all intents and purposes, as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact or his substitute may
lawfully do or cause to be done by virtue hereof.
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 dates indicated.
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- -------------------------- --------------
<S> <C> <C>
- ------------------------------- President, Chief Executive July 19, 1996
Nicholas E. Ross Officer & Director
- ------------------------------- Director, & Vice President July 19, 1996
William D. Artus
- ------------------------------- Director July 19, 1996
Joe Brock
- ------------------------------- Director July, 1996
Jack Utter
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION
- -------- ---------------------------------------
<C> <S>
5 OPINION AND CONSENT OF JACK UTTER, ESQ.
10 1996 CONSULTANT STOCK COMPENSATION PLAN
24 CONSENT OF SADDINGTON-CACCIAMATTA
CERTIFIED PUBLIC ACCOUNTANTS
</TABLE>
<PAGE>
EXHIBIT 5
OPINION AND CONSENT OF
JACK UTTER, ESQ.
<PAGE>
July 19, 1996
Ladies and Gentlemen:
You have requested my opinion with respect to the securities in the Company's
registraton statement on Form S-8 (the "Registration Statement"), which will be
filed with the Securities and Exchange Commission in 1996.
In my role as counsel to the Company, I have examined the original or certified
copies of such records of the Company and such agreements, certificates of
public officials, certificates of officers or representatives of the Company and
others, and such other documents as I deem relevant and necessary for the
opinion expressed in this letter. In such examination, I have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to me as conformed or photostatic
copies. As to various questions of fact material to such opinion, I have relied
upon statements or certificates of officials and representatives of the Company
and other.
The legal opinion expressed herein relates solely to California corporate law.
Based upon and subject to the foregoing, I am of the opinion that:
When the Registration Statement becomes effective under the Securities Act
of 1933, as amended, and the securities are issued and distributed as
contemplated in the Registration Statement, the securities will constitute
legally issued, paid and non-assessable securities of the Company.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. in giving such consent, I do not hereby admit that I am included
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder.
Very truly yours,
Jack Utter
<PAGE>
EXHIBIT 10
1996 CONSULTANT
STOCK COMPENSATION PLAN
<PAGE>
1996 CONSULTANT STOCK COMPENSATION PLAN
I. PURPOSE OF THE PLAN.
The purpose of this Plan is to further the growth of Nerox Energy
Corporation and its Subsidiaries (together being the "Company") by allowing the
Company to compensate consultants and certain other persons providing bona fide
services to the company, through the award of Nerox Energy Corporation common
stock. In addition, the Company entered into a consulting agreement with Chapel
Hill Partners to do a comprehensive review of the business of the Company and to
assist in the implementation of strategies for the Company. The fees required to
compensate Chapel Hill Partners with new corporate strategies to raise investor
awareness, requires that the Company issue S-8 shares.
II. DEFINITION.
Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:
1. "Award" means any grant of Common Stock made under this Plan.
2. "Board of Directors" means the Board of Directors of Nerox Energy
Corporation.
3. "Code" means the Internal Revenue Code of 1986, as amended.
4. "Common Stock" means the common stock, par value $.02 per share, of
Nerox Energy Corporation.
5. "Date of Grant" means the day the Board of Directors authorizes the
grant of an Award or such later date as may be specified by the Board of
Directors as the date a particular Award will become effective.
6. "Employee" means any person or entity that renders bona fide services
to the Company (including, without limitation, the following: a person employed
by the Company in a key capacity; an officer or director of other Company; a
person or company engaged by the Company as a consultant; or a lawyer, law firm,
accountant or accounting firm.
7. "Subsidiary" means any corporation that is a subsidiary with regard to
as that term is defined in Section 424(f) of the Code.
III. EFFECTIVE DATE OF THE PLAN.
The effective date of this Plan is July 19, 1996.
1
<PAGE>
IV. ADMINISTRATION OF THE PLAN.
The Board of Directors will be responsible for this administration of
this Plan, and will grant Awards under this Plan. Subject to the express
provisions of this Plan, the Board oF Directors shall have full authority and
sole and absolute discretion to interpret this Plan, to prescribe, amend and
rescind rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in administering
this Plan. The determinations of the Board of Directors on the matters referred
to in this Section shall be conclusive. The Board of Directors shall have sole
and absolute discretion to amend this Plan. No member of the Board of Directors
shall be liable for any act or omission in connection with the administration of
this Plan unless it resulted from the member's willful misconduct.
V. STOCK SUBJECT TO THE PLAN.
The maximum number of shares of Common Stock as to which Awards may be
granted under this Plan is 186,650 shares. The Board of Directors may increase
the maximum number of shares of Common Stock as to which Awards may be granted
at such time as it deems advisable.
VI. PERSONS ELIGIBLE TO RECEIVE AWARDS.
Awards may be granted only to Employees.
VII. GRANTS OF AWARDS.
Except as otherwise provided herein, the Board of Directors shall have
complete discretion to determine when and to which Employees Awards are to be
granted, and the number of shares of Common Stock as to which Awards granted to
each Employee will relate. No grant will be made if, in the judgment of the
Board of Directors, such a grant would constitute a public distribution within
the meaning of the Securities Act of 1933, as amended (the "Act"), or the rules
and regulations promulgated thereunder.
VIII. DELIVERY OF STOCK CERTIFICATES.
As promptly as practicable after authorizing the grant of an Award,
Nerox Energy Corporation shall deliver to the person who is the recipient of the
Award, a certificate or certificates registered in that person's name,
representing the number of shares of Common Stock that were granted. If
applicable, each certificate shall bear a legend to indicate that a Common Stock
represented by the certificate was issued in a transaction which was not
registered under the Act, and may only be sold or transferred in a transaction
that is registered under the Act or is exempt from the registration requirements
of the Act.
IX. EMPLOYMENT.
2
<PAGE>
Nothing in this plan or in the grant of an Award shall confer upon any
Employee the right to continue in the employ of the Company nor shall it
interfere with or restrict in any way the rights of the Company to discharge
any Employee at any time for any reason whatsoever, with or without cause.
X. LAWS AND REGULATIONS.
1. The obligation of Nerox Energy Corporation to sell and deliver shares
of Common Stock on the grant of an Award under this Plan shall be subject to the
condition that counsel for Nerox Energy Corporation be satisfied that the
sale and delivery thereof will not violate the Act or any other applicable laws,
rules or regulations.
2. This Plan is intended to meet the requirements of Rule 16b-3 in order
to provide officers and directors with certain exemptions from Section 16(b) of
the Securities Exchange Act of 1934, as amended.
XI. WITHHOLDING OF TAXES.
If subject to withholding tax, the Company shall be authorized to withhold
from an Employee's salary or other cash compensation such sums of money as are
necessary to pay the Employee's withholding tax. The Company may elect to
withhold from the shares to be issued hereunder a sufficient number of shares to
satisfy the Company's withholding obligations. In the event the Company becomes
required to pay withholding taxes to any federal, state of other taxing
authority as a result of the granting of an Award and the employee fails to
provide the Company with the funds with which to pay that withholding tax, the
Company may withhold up to 50% of each payment of salary or bonus to the
Employee (which will be in addition to any other required or permitted
withholding), until the Company has been reimbursed for the entire withholding
tax it was required to pay.
XII. TERMINATION OF THE PLAN.
The Board of Directors any suspend or terminate this Plan at any time or
from time to time, but no such action shall adversely affect the rights of a
person granted an Award under this Plan prior to that date.
XIII. DELIVERY OF PLAN.
A copy of this Plan shall be delivered to all participants, together with
a copy of the resolutions of the Board of Directors authorizing the granting of
the Award and establishing the terms, if any of participation.
3
<PAGE>
EXHIBIT 24
CONSENT OF SADDINGTON-CACCIAMATTA
CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
SADDINGTON-CACCIAMATTA
The Securities and Exchange Commission
26 Federal Plaza
New York, NY
Consent of Certified Public Accountant
We have issued our reports dated May 17, 1996, relating to the financial
statements of Nerox Energy Corporation for the years ended December 31, 1994 and
1995 and the financial statements of Nerox Energy Corporation for the two years
ended December 31, 1994 and 1995. We consent to their use in the Form S-8 dated
July 19, 1996. The financial statement of Nerox Energy Corporation for the year
ended December 31, 1993 were prepared by other auditors.
____________________________
Irvine, CA
July 19, 1996
