SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ARETE INDUSTRIES, INC.
fka Travis Industries, Inc.
(Exact Name of Registrant as Specified in its Charter)
COLORADO 84-1063149
_______________________________ ____________________
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2305 Canyon Blvd., Suite 103, Boulder, Co. 80302
______________________________________ ____________
(Address of Principal Offices) (Zip Code)
1998 Omnibus Stock Option and Incentive Plan
Outside Directors Compensation Stock Options
Class A Convertible Preferred Conversion Shares
Mike Lowe, Jeff Lowe and Greg Lowe Compensation Plan
Supplementary Compensation Stock Plan
_______________________________________
(Full Title of the Plan)
Thomas P. Raabe, 2305 Canyon Blvd., Suite 103, Boulder, Colorado 80302
________________________________________________
(Name and Address of Agent for Service)
(303) 247-1313
_______________________________________
(Telephone Number, Including Area Code,
of Agent for Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE
OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER
THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN
CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE
FOLLOWING BOX: [ X ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Each Class Proposed Maximum Proposed Maximum Amount of
of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price <F1>Fee
<S> <C> <C> <C> <C>
Common 50,000,000 $0.0075 $375,000 $105.00
<FN>
<F1> Calculated based the most recent closing high bid for the
common stock of the Company on the NASDAQ OTC Bulletin Board.
</FN>
</TABLE>
<PAGE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into
this Registration Statement, and made a part hereof:
(a) The Company's latest annual report, for the fiscal year
ended March 31, 1998.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of such fiscal
year;
(c) Not applicable.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or
officer of the Registrant is insured or indemnified in any
manner against any liability which he may incur in his capacity
as such, is set forth in the Company's Articles of
Incorporation, as amended, in provisions substantially identical
to provisions of the Colorado Business Corporation Act, as
amended. The Articles of Incorporation provide that control
persons, officers and directors shall be indemnified to the
fullest extent permitted under such law as it may be amended
from time to time. Similarly, as provided in the Colorado
Business Corporation Act, the Articles of Incorporation, as
amended provide that a director shall not be personally liable
to the corporation or its shareholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the
corporation or to its shareholders; (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) for acts specified under
Section 7-108-401 et. seq. of the Colorado Business Corporation
Act (or similar provision under any amendment thereto); or (iv)
for any transaction from which the director derived an improper
personal benefit.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See - Exhibits and Exhibit Index following the Signature Page
hereof.
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 the 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 the registration
statement;
(iii) to include any additional or changed material
information with respect to the plan of distribution.
Except that, with respect to issuers filing a Registration
Statement on Form S-8, subparagraphs (i) and (ii) of this
paragraph do not apply, and the information required in a post-
effective amendment is incorporated by reference from periodic
reports filed by the Issuer under the Exchange Act.
(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 at the termination of the offering.
(4) That for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant'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 pursuant to
Section 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;
(5) 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 Act 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 Act and will be
governed by the final adjudication of such issue.
<PAGE>
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 Boulder, State of Colorado, on December 1,1998.
REGISTRANT: ARETE INDUSTRIES, INC.
By: /s/ THOMAS P. RAABE
_________________________
Thomas P. Raabe, Chief Executive Officer
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 date indicated.
/s/ Thomas P. Raabe Date: December 1, 1998
__________________________
Chairman, Director
and Principal Executive Officer
/s/ Fred Boethling Date: December 1, 1998
____________________________
Director, Principal Financial
and Accounting Officer
/s/ Steven E. Reichert Date: December 1, 1998
____________________________
Director
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION LOCATION
EX-4 Instruments defining Incorporated by reference
Rights of securities from Form 10-QSB for the period ended
holders September 30, 1998, Exhibit 3, thereof as
filed with the Commission on
November 20, 1998.
EX-5 Opinion re: legality EX-5
EX-25 Consents of experts EX-25
and counsel
THOMAS P. RAABE
Attorney at Law
2305 Canyon Blvd., Suite 103
Boulder, Colorado 80302
December 1, 1998
Arete Industries, Inc.
2305 Canyon Blve., Suite 103
Boulder, Colorado 80302
Re: SEC Registration Statement on Form S-8
Gentlemen:
I am counsel for Arete Industries, Inc., a Colorado
corporation (the "Company") in connection with its proposed
registration under Form S-8 of the Securities Act of 1933, as
amended ("the Act"), of Fifty Million (50,000,000) shares of its no
par value Common Stock which may be issued to certain
employees, advisors and consultants under several individual
stock compensation plans as to which this opinion is a part, to be
filed with the Securities and Exchange Commission ("the
Commission").
In connection with rendering my opinion as set forth below, I
have reviewed and examined originals or copies identified to my
satisfaction of the following:
(1) Amended and Restated Articles of Incorporation of the
Company, as filed with the Secretary of State of the State of Colorado
on September 18, 1998.
(2) By-laws of the Company and Resolutions of the
Board of Directors dated October 30, 1998 authorizing the issuance
of Common Shares pursuant to certain stock compensation plans to
certain employees, consultants and advisors, which have been
certified by the proper officers of the Company as being in
full force and effect.
(3) The Registration Statement and exhibits thereto as
filed with the Commission.
I have examined such other documents and records,
instruments and certificates of public officials, officers and
representatives of the Company, and have made such other
investigations as I have deemed necessary or appropriate under
the circumstances. In connection with rendering this opinion,
I have reviewed such statutes and judicial precedents as I
have deemed relevant and necessary. In my examination, I have
assumed the genuineness of all signatures, the legal capacity
of natural persons, the authenticity of all documents submitted
to us as originals, the conformity with, the original documents
of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such copies.
I have further assumed that the recipients of shares under
advisory or consulting agreements will pay the consideration
required under the terms of the respective agreement prior to
the issuance of such shares. Based upon the foregoing and in
reliance thereon, it is my opinion that shares of Common Stock
to be issued in the manner contemplated under the referenced
compensation plan and underlying agreements will, upon the
receipt of full payment, issuance and delivery in accordance
with the terms thereof, be duly and validly authorized, legally
issued, fully paid and nonassessable in accordance with the
Company's Articles of Incorporation, as amended and pursuant to
the Colorado Business Corporation Act, 1973 C.R.S. 7-101-101 et
seq., as amended.
This opinion is limited to the laws of the state of Colorado
and the Colorado Business Corporation Act, and I express no
opinion with respect to the laws of any other jurisdiction.
While this opinion is given for the sole benefit of the
Company, I consent to you filing this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement on Form S-8. This opinion is not to be
used, circulated, quoted or otherwise referred to for any other
purpose without my prior written consent. This opinion is
based upon my knowledge of the law and facts as of the date
hereof. I assume no duty to communicate with you with respect
to any matter which comes to my attention hereafter. This
opinion has been issued after full disclosure to the Company
and waiver by duly authorized officers of the Company of a
conflict of interest created by the fact that the undersigned
is receiving certain shares of common stock from the Company as
compensation for services as an employee of the Registrant, which shares
are being registered under the Form S-8 registration statement
for which this opinion is being provided.
Very truly yours,
By: /ss/ Thomas P. Raabe
Thomas P. Raabe, Attorney at Law
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated July 2, 1998 accompanying
the financial statements of Travis Industries, Inc. incorporated
by reference in the Registration Statement Form S-8. We consent
to the use of the aforementioned report in the Registration
Statement.
/s/ Schumacher & Associates, Inc.
12835 East Arapahoe Road
Tower II, Suite 110-B
Englewood, CO 80112 April 9, 1998
CONSENT OF ATTORNEYS
The Law Firm of Thomas P. Raabe, Attorney at Law hereby consents
to the filing of the Opinion dated December 1, 1998 issued to the
registrant as an exhibit to the Registration Statement on Form S-
8.
THOMAS P. RAABE
By: /ss/ Thomas P. Raabe
__________________________
Thomas P. Raabe, attorney at law
