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As filed with the Securities and Exchange Commission on September 13, 1996,
Registration No. 0-18049
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NEROX ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 31-1166419
- ------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer I.D. Number)
incorporation or organization)
846 West Foothill Boulevard, Suite Y, Upland, CA 91786-3770
- ------------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
SERVICES AGREEMENT
(Full title of plan(s))
Laughlin Associates, Inc.
2533 North Carson Street
Carson City, Nevada 89700
800-648-0966
(name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
COMMON STOCK,
PAR VALUE $0.02
PER SHARE (1) 200,000 $1.25 $250,000 $100.00
COMMON STOCK,
PAR VALUE $0.02
PER SHARE (2) 10,000 $0.00 $ 0.0 $ 0.0
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CALCULATION OF REGISTRATION FEE - NOTES THERETO
(1) The Company is to issue up to 200,000 shares of its common stock upon
exercise of 200,000 options, granted as compensation for services. The
offering price per share is calculated pursuant to Rule 457(h), utilizing
the exercise price of the options pursuant to which the shares may be
acquired.
(2) The Company is to issue 10,000 shares of its common stock as compensation
for services. Approximate date of proposed sales pursuant to the plan: As soon
as practicable after the Registration Statement becomes effective, as and when
options are exercised.
This registration statement, including all exhibits and attachments, consists of
60 pages.
The exhibit index is on page 8.
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PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents, which are filed with the Securities and Exchange
Commission, are incorporated by reference in this registration statement:
(a) The Company's Quarterly Report on Form 10-Q for the period ending June 30,
1996;
(b) The Company's Quarterly Report on Form 10-Q for the period ending March 31,
1996;
(c) The Company's Annual Report on Form 10-K for the year ended December 31,
1995;
(d) All other Quarterly and Annual Reports filed by the Company pursuant to
sections 13(a) or 15(d) of the Securities Exchange Act of 1934 prior to the
end of the fiscal year covered by the Annual Report referred to in (c)
above; and
(e) All other documents subsequently filed by the Company pursuant to Sections
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 indicates that all of the shares of common stock offered have been
sold or which deregisters all of such shares then 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. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's authorized capitalization includes 2,500,000 shares of Common
Stock, $0.02 par value per share, of which 2,051,931 shares were issued and
outstanding as of August 31, 1996, and 200,000 shares of Preferred Stock, no par
value, of which 70,709 shares were issued and outstanding as of August 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 the shareholders. The Company's
Bylaws require a majority of the Company's issued and outstanding shares of
Common Stock must be represented in order to constitute a quorum necessary to
transact business at a meeting of the shareholders. Shares of Common Stock do
not carry cumulative voting rights and, therefore, holders of a majority of the
outstanding shares of Common Stock are able to elect the entire board of
directors, and, if they do so, holders of the remaining shares of Common Stock
will not be able to elect any directors. Holders
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of the Company's Common Stock have no preemptive rights to acquire additional
shares of Common Stock. The Company's Common Stock is not subject to redemption
and carries no subscription or conversion rights. In the event of the Company's
liquidation, each share of the Company's Common Stock is entitled to an equal
share of corporate assets remaining after satisfaction of all Company
liabilities and preferred distributions to holders of the Company's Preferred
Stock]. Holders of shares of the Company's 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 on its Common Stock in the foreseeable future.
The Company's Preferred Stock consists of a single class of preferred stock.
The Preferred Stock is convertible one year after date of issuance, and is
nonvoting. Holders of shares of the Company's Preferred Stock are entitled to a
preference over the Company's Common Stock in the event of the Company's
liquidation, in the amount of $7.00 per share of Preferred Stock. Shares of
Preferred Stock are convertible into shares of Common Stock as follows: One for
one Share, Preferred Shares are redeemable by the Company on the following
terms: One year from date of issuance; $7.00 per share. The Company has not
paid cash dividends on its Preferred Stock, and does not anticipate that it will
pay cash dividends on its Preferred Stock in the foreseeable future.
The Company's board of directors has the authority, without any further action
by the Company's shareholders, to issue all or any portion of the authorized but
unissued shares of the Company's Common Stock and Preferred Stock, upon terms
established by the board of directors]. In the event of any such issuance of
additional shares of the Company's Common Stock or Preferred Stock, the
percentage ownership of the Company by existing shareholders would be reduced
and the book value of the Company's Common Stock may be diluted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
(a) Article 9 of the Company's Articles of Incorporation, and Article VII,
Section 1 of the Company's Bylaws, provide for indemnification of the Company's
officers and directors 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibit index is contained on page 8 of this Registration Statement.
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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 this Registration Statement: (i) 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 this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement; and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement, including (but not limited to)
any addition or election of a managing underwriter; provided, however, that
paragraphs (i) and (ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(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 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 when all options that have
been and may be granted under the plan shall have expired or terminated, have
been exercised or canceled, or upon termination of the offering.
(4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report for the Company pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this 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.
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 Company pursuant to the provisions described in Item 6, 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 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 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
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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.
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Upland, the State of California, on
this 12th day of September, 1996.
NEROX ENERGY CORPORATION
By: /s/ NICHOLAS E. ROSS
-----------------------------
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 in his name,
place and stead, and 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 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.
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Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ NICHOLAS E. ROSS
- -------------------- Chief Executive Officer,
Nicholas E. Ross President and Director Sept. 12, 1996
Vice President and Director ____________ 1996
- ---------------------
William D. Artus
Director ____________ 1996
- ---------------------
Joe Brock
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INDEX TO EXHIBITS
<C> <S>
NO. DESCRIPTION
- ------ -----------
1. Opinion and Consent of Jack Utter, Esq.
2. Services Agreement with Chapel Hill Partners, Inc. dated September 4, 1996*
3. Option Agreement with Chapel Hill Partners, Inc. dated September 4, 1996*
4. Subscription Agreement with Chapel Hill Partners, Inc., dated September 4, 1996*
5. Certificate for Common Stock Purchase Options, Chapel Hill Partners, Inc., dated September 4, 1996*
6. Services Agreement with Griffin Financial Corp. dated September 4, 1996*
7. Option Agreement with Griffin Financial Corp. dated September 4, 1996*
8. Subscription Agreement with Griffin Financial Corp., dated September 4, 1996*
9. Certificate for Common Stock Purchase Options, Griffin Financial Corp., dated September 4, 1996*
10. Consent of Saddington-Cacciamatta, Certified Public Accountants*
*To be filed by amendment.
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EXHIBIT 1
[LETTER HEAD OF JACK UTTER and ASSOCIATES]
September 6, 1996
Ladies and Gentlemen:
You have requested my opinion with respect to the securities included in
the Company's registration 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 others.
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 1993, 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 thereby 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,
/s/JACK UTTER
Jack Utter
