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As filed with the Securities and Exchange Commission on ,1998, Registration No.
0-18049
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8 POS
POST EFFECTIVE AMENDMENT
NO 1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NEROX ENERGY CORPORATION
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<S> <C>
Nevada 911317131
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer I.D. Number)
18400 Von Karman, Suite 600, Irvine, CA 92612-1514
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(Address of principal executive offices) (Zip Code)
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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)
CALCULATI0N OF REGISTRATION FEE
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TITLE OF AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE REGISTERED MAXIMUM MAXIMUM REGISTRATION
REGISTERED OFFERING PER AGGREGATE FEE
SHARE OFFERING PRICE
<S> <C> <C> <C> <C>
COMMON STOCK PAR VALUE $0.004167 PER SHARE (1) 200,000 $0.10 $ 20,000 $100.00
COMMON STOCK PAR VALUE $0.004167 PER SHARE (2) 500,000 $0.10 $ 50,000 $100.00
COMMON STOCK PAR VALUE $0.004167 PER SHARE (3) 320,000 $0.10 $ 32,000 $100.00
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Page 1 of 10
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<S> <C> <C> <C> <C>
COMMON STOCK PAR VALUE $0.004167 PER SHARE (4) 80,000 $0.10 $ 8,000 $100.00
COMMON STOCK PAR VALUE $0.004167 PER SHARE (5) 300,000 $0.10 $ 8,000 $100.00
COMMON STOCK PAR VALUE $0.004167 PER SHARE (6) -0- -0- -0- -0-
CANCELED CANCELED CANCELED CANCELED
COMMON STOCK PAR VALUE $0.004167 PER SHARE (7) -0- -0- -0- -0-
CANCELED CANCELED CANCELED CANCELED
COMMON STOCK PAR VALUE $0.004167 PER SHARE (8) -0- -0- -0- -0-
CANCELED CANCELED CANCELED CANCELED
COMMON STOCK PAR VALUE $0.004167 PER SHARE (9) 100,000 $0.10 $10,000 $100.00
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CALCULATION OF REGISTRATION FEE - NOTES THERETO
(1) The Company is to issue 200,000 shares of its common stock as compensation
for services to William D. Artus. 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 500,000 shares of its common stock as compensation
for services to Pacific Edge Group. Approximate date of proposed sale
pursuant to the plan; as soon as practicable after the Registration
Statement becomes effective.
(3) The Company is to issue 320,000 shares of its common stock as compensation
for services to Danilo Cacciamatta. Approximate date of proposed sale
pursuant to the plan; as soon as practicable after the Registration
Statement becomes effective.
(4) The Company is to issue 80,000 shares of its common stock as compensation
for services to Marcia Hein. Approximate date of proposed sale pursuant to
the plan; as soon as practicable after the Registration Statement becomes
effective.
(5) The Company is to issue 300,000 shares of its common stock as compensation
for services to Administrative Systems, Inc. Approximate date of proposed
sale pursuant to the plan; as soon as practicable after the Registration
Statement becomes effective.
(6) The 200,000 shares of common stock as compensation for services to Howard
Bronson and the Services Agreement, dated March 4, 1998, with Howard
Bronson have been canceled as authorized by the Board of Directors, April
20, 1998 and as referenced in SEC form 8-K filed concurrently herein.
(7) The 200,000 shares of common stock as compensation for services to William
W. Bolles and the Services Agreement, dated March 4, 1998, with William W.
Bolles have been canceled as authorized by the Board of Directors, April
20, 1998 and as referenced in SEC form 8-K filed concurrently herein.
(8) The 200,000 shares of common stock as compensation for services to Michael
A. Cassin and the Services Agreement, dated March 4, 1998, with Howard
Bronson have been canceled as authorized by the Board of Directors, April
20, 1998 and as referenced in SEC form 8-K filed concurrently herein.
(9) The Company is to issue 100,000 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
37 pages.
Page 3 of 10
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The exhibit index is on page 8.
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 Report on Form 10-Q for the periods ending March
31, 1997; June 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, $0.004167 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.
On March 3, 1998, Nicholas E. Ross, President of Ross Production Company, Inc.,
agreed to relinquish title and cancel 563,319 shares of restricted stock. After
cancellation of 600,000 common shares to Bronson, Bolles, and Cassin, 8,789,512
common shares will be issued and outstanding upon filing of this Amended Form
S-8.
On April 7, 1998, Certificate Amending Article of Incorporation was filed with
the Secretary of State, State of Nevada, increasing the authorized stock from
12,000,000 to 25,000,000 and changing the par value from $0.004167 to $0.002.
On April 22, 1998, Certificate Amending Articles of
Page 4 of 10
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Incorporation was filed with the Secretary of State, State of Nevada, decreasing
the authorized shares from 25,000,000 to 2,500,000 changing the par value from
$0.002 to $0.02. The effective date of the reverse stock split is May 15, 1998.
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 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 foreseeable 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
Page 5 of 10
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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.
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
Page 6 of 10
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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 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 is 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 22nd day of April, 1998.
NEROX ENERGY CORPORATION
By: /s/ JACK UTTER
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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 of 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.
SIGNATURE TITLE DATE
- -------------------- ----------------------- ---------------------
Chief Executive Officer, April 22, 1998
/s/ JACK UTTER
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Jack Utter President and Chairman
Of the Board
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INDEX TO EXHIBITS
NO. DESCRIPTION
- --- -----------
5. Opinion and Consent of Alan Merlin Reedy, Esq.
10.1 Services Agreement with William D. Artus filed March 4, 1998, and
incorporated herein as though set forth in full by this
reference.
10.2 Services Agreement with Pacific Edge Group filed March 4,
1998, and incorporated herein as though set forth in full by this
reference.
10.3 Services Agreement with Danilo Cacciamatta filed March 4, 1998,
and incorporated herein as though set forth in full by this
reference.
10.4 Services Agreement with Marcia Hein filed March 4, 1998, and
incorporated herein as though set forth in full by this
reference.
10.5 Services Agreement with Administrative Systems, Inc., filed March
4, 1998, and incorporated herein as though set forth in full by
this reference.
10.6 Services Agreement with Howard Bronson filed March 4, 1998, and
incorporated herein as though set forth in full by this
reference.
CANCELED
10.7 Services Agreement with William W. Bolles filed March 4, 1998,
and incorporated herein as though set forth in full by this
reference.
CANCELED
10.8 Services Agreement with Michael A. Cassin filed March 4, 1998,
and incorporated herein as though set forth in full by this
reference.
CANCELED
10.9 Services Agreement with Kenneth R. Friedenreich, Ph.D., filed
March 4, 1998, and incorporated herein as though set forth in
full by this reference.
23 Consent of Hurley & Company, Certified Public Accountants
Page 8 of 10
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EXHIBIT 5
ALAN MERLIN REEDY
A PROFESSIONAL CORPORATION
4590 MACARTHUR BLVD.
NEWPORT BEACH, CALIFORNIA
(714) 751-2101
April 29, 1998
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 March, 1998.
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.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. I 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,
/s/ Alan Merlin Reedy, Esq.
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EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
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We consent to the incorporation by reference in the registration statement
on Form S-8 of Nerox Energy Corporation of our report dated January 30, 1998 on
our audit of the consolidated financial statements of Nerox Energy Corporation
as of and for the year ended December 31, 1997, which report is included in the
Annual Report on Form 10-K.
Date: April 2, 1998 Hurley & Company
By: /s/ MICHAEL B. HURLEY, CPA
--------------------------
Michael B. Hurley, CPA
President
