SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under The Securities Act of 1933
RENEGADE VENTURE (NEV.) CORPORATION
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(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 EMPLOYEE STOCK COMPENSATION 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 1,000,000 $ 0.75 $ 750,000 $ 208.50
</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 high and low
prices reported on October 18, 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) Renegade's Quarterly Report on Form 10-QSB for the quarter ended March
31, 2000.
(c) Renegade's Quarterly Report on Form 10-QSB for the quarter ended June
30, 2000.
(d) 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
Employee Stock Compensation 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, is a director of Renegade who
indirectly owns an aggregate of 25,000 shares of Renegade common stock and holds
options entitling him to purchase an additional 500,000 shares of common stock.
It is possible that Renegade's Board of Directors may in the future authorize
the issuance to Mr. Brasher of shares of Renegade common stock which have been
registered under the Plan, although no such determination has been made or is
under consideration at this date.
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: October 18, 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 October 18, 2000
------------------- Executive Officer, Chief Financial
Randy J. Sasaki Officer (principal executive officer)
/s/ John D. Brasher Jr. Director October 18, 2000
-----------------------
John D. Brasher Jr.
Director, Vice President-Finance
-----------------------
Thomas M. Liston
INDEX TO EXHIBITS
Exhibit
Number Description
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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 Employee Stock Compensation Plan (incorporated by reference to
Exhibit 10.2 to report on Form 8-K dated October 2, 1997.
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