SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ARETE 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.)
2955 Valmont Rd., Suite 310, Boulder, Co. 80302
-------------------------------------- ------------
(Address of Principal Offices) (Zip Code)
2000 Omnibus Stock Option and Incentive Plan
Recent and Residual Grants under 1998 and 1999 Omnibus Stock
Option and Incentive Plan
Greg Lowe Consulting Agreement
Convertible Note for Accrued Salary for Thomas P. Raabe
--------------------------------------------------------
(Full Title of the Plan)
Thomas P. Raabe, 2955 Valmont Street, Suite 310, 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 ]
<PAGE>
<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 $0.046 $2,300,000 $607
</TABLE>
(F1) Calculated based the most recent closing high bid for the common stock of
the Company on the NASDAQ OTC Bulletin Board.
Plan is not subject to ERISA.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents including all documents subsequently filed by Registrant
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 which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, are incorporated by reference into this Registration
Statement, and made a part hereof:
(a) The Registrant's latest annual report and proxy statement for the
fiscal year ended December 31, 1999.
(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.
2
<PAGE>
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.
3
<PAGE>
(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.
4
<PAGE>
SIGNATURES
The Registrant. 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 June 8, 2000.
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: June 8, 2000
---------------------------------------- ------------
Thomas P. Raabe
Director and Principal Executive Officer
/s/ Thomas Y. Gorman Date: June 8, 2000
------------------------------------------------------- ------------
Thomas Y. Gorman
Director and Principal Financial and Accounting Officer
5
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION LOCATION
---------- ----------------------- -------------------------------
EX-4 Instruments defining Incorporated by reference
Rights of securities from Form 10-QSB for the period
holders ended 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-25.1, 25.2 and 25.3
and counsel
