SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under The Securities Act of 1933
RENEGADE VENTURE (NEV.) CORPORATION
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in charter)
NEVADA 84-1108499
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
Randy J. Sasaki, Pres.
90 Madison Street, Suite 707 90 Madison Street, Suite 707
Denver, Colorado 80206 Denver, Colorado 80206
(303) 355-3000 (303) 355-3000
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(Address and telephone number of (Name, address and telephone
Registrant's Principal Executive Offices) number of agent for service)
1997 COMPENSATORY STOCK OPTION PLAN
(Full Title of the Plan)
Copies of all communications to:
John D. Brasher Jr., Esq.
Brasher & Company
90 Madison Street, Suite 707
Denver, Colorado 80206
(303) 355-3000
<TABLE>
<CAPTION>
Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price per aggregate offering Amount of
registered Registered (1) share (2) price (2) Registration Fee (2)
---------- -------------- --------- --------- --------------------
<S> <C> <C> <C> <C>
Common stock,
$.001 par value 2,000,000 $ 8.00 $ 16,000,000 $ 3,200
</TABLE>
(1) Includes an indeterminate number of additional shares that may be issued
pursuant to the above employee benefit plan as a result of any future stock
split, stock dividend or similar adjustment.
(2) Estimated pursuant to Rule 457(c) solely for purpose of calculating the
amount of the registration fee, based upon the average of the bid and ask
prices reported on March 24, 2000, as reported on the OTC Bulletin Board.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this registration
statement of RENEGADE VENTURE (NEV.) CORPORATION ("Renegade") and in the related
Section 10(a) prospectus:
(a) Renegade's Annual Report on Form 10-KSB for the year ended December
31, 1999.
(b) Part I, Item 8 (Description of Securities) contained in Renegade's
registration statement on Form 8-A12G, SEC file No. 0-28575.
In addition, all documents subsequently filed 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, shall be
deemed to be incorporated by reference into this registration statement and to
be a part hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities that may be offered under the Renegade 1997
Compensatory Stock Option Plan (the "Plan") will be passed upon for Renegade by
Brasher & Company, Attorneys at Law, 90 Madison Street, Suite 707, Denver,
Colorado 80206. Mr. John D. Brasher Jr., proprietor of that firm and who has
provided advice with respect to this matter, owns an aggregate of 25,000 shares
of Renegade common stock and has been issued options to purchase a aggregate of
500,000 shares of common stock under the Plan.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Article NINTH of Renegade's Certificate of Incorporation authorizes
Renegade to indemnify any current or former director, officer, employee, or
agent of Renegade, or a person serving in a similar post in another organization
at the request of Renegade, against expenses, judgments, fines, and amounts paid
in settlement incurred by him in connection with any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, to the fullest extent not prohibited by the Nevada General
Corporation Law, public policy or other applicable law. Sections 78.751 and
78.752 of the Nevada General Corporation Law authorize a corporation to
indemnify its directors, officers, employees, or agents in terms sufficiently
broad to permit such indemnification under certain circumstances for liabilities
(including provisions permitting advances for expenses incurred) arising under
the 1933 Act.
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<PAGE>
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
The Exhibits to this registration statement are listed in the Index to
Exhibits on page 4.
Item 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
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 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 under the Securities Act of
1933 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.
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<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 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 Denver, Colorado, on the date below.
DATED: March 24, 2000 RENEGADE VENTURE (NEV.) CORPORATION
By /s/ Randy J. Sasaki
----------------------
Randy J. Sasaki, 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 dates respectively indicated.
/s/ Randy J. Sasaki Director, Chairman, President, Chief March 24, 2000
- ----------------------- Executive Officer, Chief Financial
Randy J. Sasaki Officer (principal executive officer)
/s/ John D. Brasher Jr. Director March 24, 2000
- -----------------------
John D. Brasher Jr.
Director, Vice President-Finance
- -----------------------
Thomas M. Liston
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ --------------
5.1 Opinion of Counsel regarding legality
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
99.1 1997 Compensatory Stock Option Plan (incorporated by reference to
Exhibit 10.1 to report on Form 8-K dated October 2, 1997.
4
[LETTERHEAD OF BRASHER & COMPANY]
Exhibit 5.1
March 24, 2000
Renegade Venture (Nev.) Corporation
90 Madison Street, Suite 707
Denver, Colorado 80206
Re: Renegade Venture (Nev.) Corporation
1997 Compensatory Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to Renegade Venture (Nev.) Corporation
("Renegade") in connection with the registration with the Securities and
Exchange Commission on Form S-8 of shares of Renegade's common stock, par value
$.001 (the "Shares"), which may be issued in connection with the
above-referenced plan (the "Plan"). In connection with that registration, we
have reviewed the proceedings of the Board of Directors of Renegade relating to
the registration and proposed issuance of the common stock, the Articles of
Incorporation of Renegade and all amendments thereto, the Bylaws of Renegade and
all amendments thereto, and such other documents and matters as we have deemed
necessary to the rendering of the following opinion.
Based upon that review, it is our opinion that the Shares when issued in
conformance with the terms and conditions of the Plan, will be legally issued,
fully paid, and nonassessable under the Nevada General Corporation Law.
We do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to, the application of the securities or
blue sky laws of the various states as to the issuance and sale of the Shares.
We consent to the use of this opinion in the registration statement filed
with the Securities and Exchange Commission in connection with the registration
of the Shares and to the reference to our firm under the heading "Interests of
Named Experts and Counsel" in the registration statement.
Very truly yours,
BRASHER & COMPANY
By /s/ John D. Brasher Jr.
--------------------------
John D. Brasher Jr.
[accounting firm letterhead]
Exhibit 23.1
INDEPENDENT ACCOUNTANTS' CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of RENEGADE VENTURE (NEV.) CORPORATION, and any amendments
thereto, and in any related Prospectus, of our auditor's report dated January
12, 2000 accompanying the financial statements of RENEGADE VENTURE (NEV.)
CORPORATION included in their annual report on Form 10-KSB.
/s/ Brian S. Wilcomb, CPA, PC
-----------------------------
Brian S. Wilcomb, CPA, PC
Louisville, Colorado
March 22, 2000