<PAGE>
As filed with the Securities and Exchange Commission on 1997, 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 incorporation (I.R.S. Employer ID Number)
or other organization)
18400 Von Karman Avenue, Suite 600, Irvine, CA 92715 91786-3770
----------
(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
<TABLE>
<CAPTION> PROPOSED
TITLE OF PROPOSED MAXIMUM MAXIMUM
SECURITIES AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
- ---------------- ------------ ---------------- -------------- ----------------
<S> <C> <C> <C> <C>
COMMON STOCK, 500,000 $0.20 $100,000 $100.00
PAR VALUE
$0.00415
PER SHARE(1)
COMMON STOCK, 50,000 $0.20 $ 10,000 $100.00
PAR VALUE $0.00415
PER SHARE (2)
</TABLE>
<PAGE>
CALCULATION OF REGISTRATION FEE - NOTES THERETO
(1) The Company is to issue 500,000 shares of its common stock as compensation
for services to Scott L. Kelly. Approximate date of proposed sale pursuant
to the plan: As soon as practicable after the Registration Statement
becomes effective.
(2) The Company is to issue 50,000 shares of its common stock as compensation
for services to Kenneth R. Friedenreich, Ph.D. Approximate date of proposed
sale pursuant to the plan: As soon as practicable after the Registration
Statement becomes effective.
This registration statement, including all exhibits and attachments, consists of
16 pages.
The exhibit index is on page 7.
<PAGE>
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents, which are filed or are in the process of being filed
with the Securities Exchange Commission, are incorporated by reference in this
registration statement.
(a) The Company's Quarterly Reports in Form 10-K for the periods ending March
31, 1997; June 30, 1997; September 30, 1997;
(b) The Company's Annual Report on Form 10-K for the year ended December 31,
1996;
(c) 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
(d) 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 12,000,000 shares of Common
Stock, $0.00415 par value per share, of which 4,991,193 shares were issued and
outstanding as of June 30, 1997 and 200,000 shares of Preferred Stock, no par
value, of which 70,709 shares were issued and outstanding as of June 10, 1997.
5,541,193 common shares will be issued and outstanding upon filing of this Form
S-8.
On May 9, 1997, Certificate Amending Articles of Incorporation was filed with
the Secretary of State, State of Nevada, increasing the authorized shares from
6,000,000 to 12,000,000 and changing the par value per share from $0.0083 to
$0.00415.
Holders of the Company's Common Stock are entitled to one vote per share on each
matter
<PAGE>
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 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 each 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 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 forseeable future.
The Company's board of directors has the authority, without any further action
by the Company's shareholders, to issue 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.
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.
<PAGE>
Not applicable.
ITEM 8. EXHIBITS.
The exhibit index is contained on page 8 of this Registration Statement.
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) 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
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
<PAGE>
incurred or paid by a director, officer or controlling person 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 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 Irvine, the State of California, on
this 15th day of November, 1997.
NEROX ENERGY CORPORATION
By: /s/ JACK UTTER
----------------------------------
Jack Utter
President, Chief Executive Officer
and Chairman of the Board
Each person whose signature appears below on this Registration Statement hereby
constitutes and appoints Jack Utter, President or his successor in his 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.
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.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------- ---------------- -----------------
<S> <C> <C>
/s/ JACK UTTER
- -------------------------
Jack Utter Chief Executive Officer, November 15, 1997
President and Chairman
of the Board
</TABLE>
<PAGE>
_______________________
William D. Artus Vice President and Director November 15, 1997
_______________________
Joe Brock Director November 15, 1997
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
No. Description
- --- -----------
<C> <S>
5 Opinion and Consent of Alan Merlin Reedy, Esq.
10.1 Services Agreement with Scott L. Kelly dated November 15, 1997
10.2 Services Agreement with Kenneth R. Friedenreich, Ph.D. dated
November 15, 1997.
23 Consent of Cacciamatta Accountancy Corporation, Certified Public
Accountants
</TABLE>
<PAGE>
EXHIBIT 5
Alan Merlin Reedy
A Professional Corporation
4501 E. La Palma
Suite 200
Anaheim, California
(714) 777-3300 Fax (714) 777-8383
November 15, 1997
Nerox Energy Corporation
18400 Von Karman Avenue, Suite 600
Irvine, CA 92715
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 June, 1997.
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 deemed 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 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.
<PAGE>
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,
Alan Merlin Reedy, Esq.
<PAGE>
EXHIBIT 10.1
SERVICES AGREEMENT
This Agreement, effective this 3rd day of November, 1997, is entered into
by and between NEROX ENERGY CORP. ("Client"), with the mailing address of 18400
Von Karman Avenue, Suite 600, Irvine, CA 92715, Scott L. Kelly ("Consultant"),
with the mailing address of 2630 Plymouth Way, San Bruno, CA 94066-2729.
1. SERVICES. Client desires, and Attorney is willing to provide legal
services for Nerox Energy Corporation, of the nature and type requested by
Client in the areas of Consultant's practice and expertise, during the term
described below (the "Services"). Upon the reasonable request of Client,
Consultant shall provide Client with future Services pursuant to the terms and
conditions of this Agreement.
2. INDEPENDENT CONTRACTOR. Individuals who perform Services for or on behalf
of Consultant to Client, shall be considered the agents, consultants,
contractors or employees of Consultant. The relationship between Consultant and
Client is solely one of independent contractor. Consultant is entitled to
perform the Services required herein through the use of his own personnel.
Nothing herein shall be construed or interpreted to deem the relationship
between Client and Consultant to be an employer/employee relationship.
Consultant shall be responsible for all contract obligations he may have with
his personnel with any fringe benefits to which they may be entitled by reason
of being personnel of Consultant. Consultant shall also be responsible for
withholding payroll taxes from the wages and salaries paid to his personnel and
the payment of all payroll taxes relating to their employment to government
agencies and shall provide workman's compensation insurance, unemployment
insurance and any other insurance required by statute.
3. CHARGES FOR SERVICES. In consideration for the Services, Client agrees to
pay to Consultant the sum of Five Hundred Thousand (500,000) shares of the
common stock of Client, which shall be issued to Consultant as soon as practical
following execution hereof, free and clear of all liens, encumbrances and
restrictions as provided in Section 4 hereof.
4. S-8 REGISTRATION. Client agrees to file a registration statement on Form
S-8 with the Securities & Exchange Commission, registering all shares payable
hereunder to Consultant. Said filing shall occur as soon as practical after the
shares have been issued to Consultant, and Consultant agrees to cooperate in
full with client in making such filing. Page
5. INABILITY TO PERFORM. Consultant and Client shall not be required to
perform their respective obligations under this Agreement, or be liable for
their failure to perform for or delay in performance of their obligations
hereunder if such performance is prevented, hindered, or delayed by reason of
any cause beyond the reasonable control of the other party, including, without
limitation, any labor dispute, personal illness or injury, act of God, or
regulation or order of any government authority. If performance is not possible
for thirty (30) consecutive days, either party can terminate and the verifiable
fees and costs owed Consultant by
<PAGE>
Client shall become a lien against the assets of Client.
6. TERM AND TERMINATION. This Agreement shall be effective upon the date first
written above and shall continue in effect for six (6) months thereafter or
until terminated by either party upon giving the other party not less than
thirty (30) days prior written notice of termination; provided, however,
Services being provided at the time of termination shall continue pursuant to
the terms of this Agreement until completed. This Agreement may be terminated by
either party in the event of the refusal or inability of the other party to
perform hereunder as provided in Section 5, or in the event of the breach of any
obligation under this Agreement by the other party. Such termination upon breach
shall be made by written notice to the other party and shall become effective
ten (10) days after delivery of such notice, provided the defaulting party has
not cured any such default to the satisfaction of the other party within said
ten (10) day period.
7. MISCELLANEOUS.
(a) Unless otherwise stated, all notices, demands, payments and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given on the date delivery is acknowledged, and
shall be made only by recognized courier service, or by U.S. Mail, registered or
certified, postage, prepaid, return receipt requested, to the address of each
party set forth in the heading of the Agreement, or to such other address as
either party may substitute by written notice to the other party.
(b) This Agreement shall be binding on, and inure to the benefit of, the
parties hereto and their respective heirs, legal representatives, successors or
assigns. Neither party shall assign its obligations hereunder without the
express written consent of the other party.
(c) The captions used in this Agreement are for purposes of
identification only and are not to be used to construe any of the terms of the
Agreement.
(d) This Agreement may be executed as a single document bearing all
necessary signatures or may be executed simultaneously in two (2) or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
(e) This Agreement constitutes the entire Agreement and understanding
between the parties hereto and integrates all prior negotiations, discussions
and agreements between them. No modifications of the terms of this Agreement
shall be valid unless in writing and signed by an authorized representative of
each party hereto (or their successors).
(f) If any provision of this Agreement shall be held to be invalid,
illegal or unenforceable, the validity, legality, and enforceability of the
remaining provision shall not in any way be affected or impaired thereby.
<PAGE>
(g) This Agreement shall be governed by and interpreted under the laws of
the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective on the day and year first above written.
CLIENT:
NEROX ENERGY CORPORATION
By:________________________
Its:_______________________
CONSULTANT:
___________________________
SCOTT L. KELLY
<PAGE>
EXHIBIT 10.2
SERVICES AGREEMENT
This Agreement, effective this 3rd day of November, 1997, is entered into
by and between NEROX ENERGY CORP. ("Client"), with the mailing address of 18400
Von Karman Avenue, Suite 600, Irvine, CA 92715, Kenneth R. Friedenreich
("Consultant"), with the mailing address of 939 Goldenrod Drive, Costa Mesa,
California 92626.
1. SERVICES. Client desires, and Attorney is willing to provide legal services
for Nerox Energy Corporation, of the nature and type requested by Client in the
areas of Consultant's practice and expertise, during the term described below
(the "Services"). Upon the reasonable request of Client, Consultant shall
provide Client with future Services pursuant to the terms and conditions of this
Agreement.
2. INDEPENDENT CONTRACTOR. Individuals who perform Services for or on behalf
of Consultant to Client, shall be considered the agents, consultants,
contractors or employees of Consultant. The relationship between Consultant and
Client is solely one of independent contractor. Consultant is entitled to
perform the Services required herein through the use of his own personnel.
Nothing herein shall be construed or interpreted to deem the relationship
between Client and Consultant to be an employer/employee relationship.
Consultant shall be responsible for all contract obligations he may have with
his personnel with any fringe benefits to which they may be entitled by reason
of being personnel of Consultant. Consultant shall also be responsible for
withholding payroll taxes from the wages and salaries paid to his personnel and
the payment of all payroll taxes relating to their employment to government
agencies and shall provide workman's compensation insurance, unemployment
insurance and any other insurance required by statute.
3. CHARGES FOR SERVICES. In consideration for the Services, Client agrees to
pay to Consultant the sum of Fifty Thousand (50,000) shares of the common stock
of Client, which shall be issued to Consultant as soon as practical following
execution hereof, free and clear of all liens, encumbrances and restrictions as
provided in Section 4 hereof.
4. S-8 REGISTRATION. Client agrees to file a registration statement on Form
S-8 with the Securities & Exchange Commission, registering all shares payable
hereunder to Consultant. Said filing shall occur as soon as practical after the
shares have been issued to Consultant, and Consultant agrees to cooperate in
full with Client in making such filing. Page
5. INABILITY TO PERFORM. Consultant and Client shall not be required to
perform their respective obligations under this Agreement, or be liable for
their failure to perform for delay in performance of their obligations hereunder
if such performance is prevented, hindered, or delayed by reason of any cause
beyond the reasonable control of the other party, including, without limitation,
any labor dispute, personal illness or injury, act of God, or regulation or
order of any government authority. If performance is not possible for thirty
(30) consecutive days, either party can terminate and the verifiable fees and
costs owed Consultant by
<PAGE>
Client shall become a lien against the assets of Client.
6. TERM AND TERMINATION. This Agreement shall be effective upon the date first
written above and shall continue in effect for six (6) months thereafter or
until terminated by either party upon giving the other party not less than
thirty (30) days prior written notice of termination; provided, however,
Services being provided at the time of termination shall continue pursuant to
the terms of this Agreement until completed. This Agreement may be terminated
by either party in the event of the refusal or inability of the other party to
perform hereunder as provided in Section 5, or in the event of the breach of any
obligation under this Agreement by the other party. Such termination upon
breach shall be made by written notice to the other party and shall become
effective ten (10) days after delivery of such notice, provided the defaulting
party has not cured any such default to the satisfaction of the other party
within said ten (10) day period.
7. MISCELLANEOUS.
(a) Unless otherwise stated, all notices, demands, payments and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given on the date delivery is acknowledged, and
shall be made only by recognized courier service, or by U.S. Mail, registered or
certified, postage, prepaid, return receipt requested, to the address of each
party set forth in the heading of the Agreement, or to such other address as
either party may substitute by written notice to the other party.
(b) This Agreement shall be binding on, and inure to the benefit of, the
parties hereto and their respective heirs, legal representatives, successors, or
assigns. Neither party shall assign its obligations hereunder without the
express written consent of the other party.
(c) The captions used in this Agreement are for purposes of identification
only and are not to be used to construe any of the terms of the Agreement.
(d) This Agreement may be executed as a single document bearing all
necessary signatures or may be executed simultaneously in two (2) or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
(e) This Agreement constitutes the entire Agreement and understanding
between the parties hereto and integrates all prior negotiations, discussions
and agreements between them. No modifications of the terms of this Agreement
shall be valid unless in writing and signed by an authorized representative of
each party hereto (or their successors).
(f) If any provision of this Agreement shall be held to be invalid, illegal
or unenforceable, the validity, legality, and enforceability of the remaining
provision shall not in any way be affected or impaired thereby.
<PAGE>
(g) This Agreement shall be governed by and interpreted under the laws of
the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective on the day and year first above written.
CLIENT:
NEROX ENERGY CORPORATION
By:__________________________
Its:_________________________
CONSULTANT:
__________________________
Kenneth R. Friedenreich
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in the registration statement
on Form S-8 of Nerox Energy Corporation of our report dated May 17, 1996 on our
audit of the consolidated financial statements of Nerox Energy Corporation as of
and for the year ended December 31, 1995, which report is included in the Annual
Report on Form 10-K.
Date: __________________________ Cacciamatta Accountancy Corporation
By: ____________________________________
Danilo Cacciamatta, CPA
President
