As filed with the Securities and Exchange Commission on July 2, 1998
Sec File No. 0-27362
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Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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CELTIC INVESTMENT, INC.
(Exact name of Registrant as specified in its charter)
Illinois 36-3729989
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17 W. 220 22nd Street, Suite 420
Oakbrook Terrace, IL 60181
(Address of principal executive offices)
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Employee and Consultant Stock Option Agreements
Celtic Investment, Inc. 1997 Stock Option Plan
(Full title of plans)
Douglas P. Morris
Celtic Investment, Inc.
17 W. 220 22nd Street, Suite 420
Oakbrook Terrace, IL 60181
(Name and address of agent for service)
(630) 993-9010
(Telephone number of agent for service)
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with copies to:
A.O. Headman, Jr., Esq.
Cohne, Rappaport & Segal, P.C.
525 East First South, Fifth Floor
Salt Lake City, UT 84102
(801) 532-2666
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1) (Offering Price Aggregate Offering Registration Fee
Unit Price
<S> <C> <C> <C> <C>
Common Stock 1,000,000 $1.81 (2) $1,810,000 $ 533.95
Common Stock 1,253,437(3) $1.00 $1,253,437 $ 369.76
Common Stock 400,000(4) $1.25 $ 500,000 $ 147.50
Common Stock 172,500(5) $3.00 $ 517,500 $ 152.66
=====================
$ 1,203.87
</TABLE>
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(1) Pursuant to Rule 416, this Registration Statement also covers such
indeterminable number of additional shares as may become issuable pursuant to
terms designed to prevent dilution resulting from stock splits, stock dividends
or similar events.
(2) Estimated solely for the purpose of computing the registration
fee in accordance with Rule 457(c) and 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"). The Proposed Maximum Offering Price was
determined by averaging the high and low prices of the Common Stock, $.001 per
share par value (" Common Stock") of Celtic Investment, Inc. (the "Company") as
reported by the NASDAQ -SmallCap System, the automated quotation system of the
National Association of Securities Dealers, Inc, on June 30, 1998. Consists of
1,000,000 shares of Common Stock which are issuable under the Company's 1997
Stock Option Plan which was approved by the shareholders of the Company on
January 23, 1998.
(3) Consists of shares of Common Stock with respect to which options
have been granted under stock option agreements at an exercise price of $1.00.
Such options were granted to Douglas P. Morris - 100,000 shares, Howard Talks
- -100,000 shares; Lawrence Pino -100,000 shares; Larry Meek 355,000- shares;
Reese Howell, Jr.- 250,000 shares; Robert Gregory - 20,000 shares; Frank
Lucchese - 180,000 shares; Roger Davis - 10,937 shares; Martha Marroquin -25,000
shares; Robert Jaskiewicz - 17,500 shares; Mark Hernandez - 12,500 shares; Linda
Hodges 7,500 shares and James Doherty - 75,000 shares. These options are subject
to various terms including, but not limited to, terms as to vesting, expiration
and forfeiture. Some of these options are currently exercisable and other
options are not currently exercisable and will not be exercisable unless the
vesting requirements of such options are met.
(4) Consists of shares of Common Stock with respect to which options
have been granted under a stock option agreement at an exercise price of $1.25.
Such options were granted to Douglas P. Morris. These options are subject to
various terms including, but not limited to, terms as to vesting, expiration and
forfeiture. Some of these options are currently exercisable and other options
are not currently exercisable and will not be exercisable unless the vesting
requirements of such options are met.
(5) Consists of shares of Common Stock with respect to which options
have been granted under stock option agreements at an exercise price of $3.00.
Such options were granted to Kirk Ferguson - 100,000 shares, Byron Starcher
- -12,500 shares; and Glick Morganstern - 60,000 shares. These options are subject
to various terms including, but not limited to, terms as to vesting, expiration
and forfeiture. Some of these options are currently exercisable and other
options are not currently exercisable and will not be exercisable unless the
vesting requirements of such options are met.
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AVAILABLE INFORMATION
Celtic Investment Inc., (the "Company" or the "Registrant"), is subject
to the informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information filed
by the Company with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington D.C. 20549 and at its general offices at
Citicorp Center, 300 West Madison Street, Chicago, Illinois 60661, and Seven
World Trade Center, New York, New York 10048. Copies of such material can be
obtained at prescribed rates from the Public Reference Section of the
Commission, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Company's common stock is listed on the NASDAQ Stock Market - Small Cap System.
In addition, certain of such materials are also available through the
Commission's Electronic Data Gathering and Retrieval System ("EDGAR").
EXPLANATORY NOTE
The Section 10(a) prospectuses being delivered by Celtic Investment, Inc.
(the "Company") to participants in the Celtic Investment, Inc. 1997 Stock Option
Plan as required by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and to the holders of the stock options referred to above
(collectively, the "Plans") have been prepared in accordance with the
requirements of Form S-8 and relate to shares of Common Stock, par value $0.001
per share, of the Company (the " Common Stock") which have been reserved for
issuance pursuant to the Plans. The information regarding the Plans required in
the Section 10(a) prospectuses is included in documents being maintained and
delivered by the Company as required by Rule 428 under the Securities Act. The
Company shall provide to participants in the Plans a written statement advising
them of the availability without charge, upon written or oral request, of
documents incorporated by reference herein, as is required by Item 2 of Part I
of Form S-8.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with this Registration Statement
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents By Reference.
The following documents filed by the registrant with the Securities and
Exchange Commission as of their respective dates are incorporated by reference
in this registration statement:
(a) Registrant's Annual Report on Form 10-KSB for the fiscal year
ending June 30, 1997, filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended.
(b) Registrant's quarterly report on Form 10-QSB for the fiscal
quarters ended September 30, 1997, December 31, 1997 and March 31, 1998
and all other reports, if any, filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the
end of the fiscal year ended June 30, 1997.
(c) The description of Registrant's common stock contained in the
Registration Statement on Form 8-A filed with the Commission on December
11, 1995, including any amendments or reports filed for the purpose of
updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c)
14 and 15(d) of the Securities Exchange Act of 1934 after the date of this
registration statement which indicates that all securities offered hereunder
have been sold, or which deregisters all securities then remaining unsold under
this registration statement, 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.
ITEM 4. Description of Securities
Not applicable; the class of securities to be offered is registered under
Section 12 of the Securities Exchange Act of 1934, as amended.
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ITEM 5. Interests of Named Experts and Counsel
Not applicable.
ITEM 6. Indemnification of Directors and Officers.
Article VI of the Company's Articles of Incorporation provide for
indemnification of officers, directors and other on the following terms:
1. The Corporation has the power to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee, or agent of
the Corporation, or who is serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees) judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit, or proceeding if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action, suit, or proceeding by
judgment or settlement or conviction or upon a plea of nolo contendere or its
equivalent, will not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the Corporation, or with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
2. In addition to any other provision of these Articles of Incorporation
no director of this Corporation will be liable to this Corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director,
provided that the provision does not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the Corporation
or its shareholders, (ii) for acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law, (iii) under
Section 8.65 of the Illinois Business Corporation Act of 1983, as amended, or
(iv) for any transaction from which the director derived an improper personal
benefit. No such provision will eliminate or limit the liability of a director
for any act or omission occurring before the date when the provision becomes
effective.
3. The Corporation has the power to indemnify any person who was or is a
party, or is threatened to be made a party, to any pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee, or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he or she acted in good faith an in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Corporation, provided that no indemnification will be made with
respect to any claim, issue, or
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matter as to which such person has been adjudged to have been liable to the
Corporation unless and only to the extent that the court in which such action or
suit was brought will determine upon application that, despite the adjudication
of liability, but in the view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which the court
will deem proper.
4. To the extent that a director, officer, employee, or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 and 2, or in defense of any
claim, issue, or matter therein, he or she will be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith.
5. Any indemnification under Sections 1 and 2 of this Article (unless
ordered by a court) will be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in Sections 1 and 2 of this
Article. Such determination will be made (a) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (c) by the shareholders.
6. Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding, as authorized by the board of directors in the
specific case, upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if it is ultimately determined
that he or she is not entitled to be indemnified by the Corporation as
authorized in this Article.
7. The indemnification and advancement of expenses provided by or granted
under the other Sections of this Article will not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any contract, agreement, vote of shareholders, or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.
8. The Corporation will have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the corporation would have the power to
indemnify him or her against such liability under the provisions of this
Article.
9. If the Corporation has paid indemnity or has advanced expenses to a
director, officer, employee, or agent, the Corporation will report the
indemnification or advance in writing to the shareholders with or before the
notice of the next shareholders meeting.
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10. The definitions set forth in Sections 8.75(i) and (j) of the Illinois
Business Corporation Action of 1983, as amended, are hereby incorporated into
this Article VI as if here set forth. The board of directors may authorize the
payment of expenses incurred to the full extent provided by Section 8.75(e) of
the Illinois Business Corporation Act of 1983, as amended. All sections of this
Article will comply with and be governed and interpreted by, Section 8.75 of the
Illinois Business Corporation Act of 1983, as amended.
11. The indemnification and advancement of expenses provided by or granted
under this Article will, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and will inure to the benefit of the heirs, executors and administrators
of that person.
12. For the purposes of this Article VI, references to "the Corporation"
include all constituent corporations absorbed in a consolidation or merger as
well as the resulting or surviving corporation so that any person who is or was
a director, officer, employee or agent of a constituent corporation or is or was
serving at the request of constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise will stand in the same position under the provisions of this
Article VI with respect to the resulting or surviving corporation as he would if
he had served the resulting or surviving corporation in the same capacity.
13. For purposes of this Article VI, references to "other enterprises"
include employee benefit plans; references to "fines" include any excise taxes
assessed on a person with respect to an employee benefit plan; and references to
"serving at the request of the Corporation" include any service as a director,
officer, employee, or agent of the Corporation which imposes duties on, or
involves services by such director, officer, employee, or agent with respect to
an employee benefit, plan, its participants, or beneficiaries. A person who
acted in good faith and in a manner he or she reasonably believed to be in the
best interests of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interest of
the Corporation" as referred to in this Article VI.
There is no litigation pending, and neither the Registrant nor any of its
directors know of any threatened litigation, which might result in a claim for
indemnification by any director or officer.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and persons
controlling the Registrant pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
of 1933, as amended, and is therefore unenforceable.
ITEM 7. Exemption From Registration Claimed.
Not Applicable.
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ITEM 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
Exhibit
Number Description
4.1 1997 Stock Option Plan - Incorporated by Reference to the
Registrant's Definitive Proxy Statement filed December 11, 1997.
5.1 Opinion Regarding Legality and Consent - attached
23.1 Consent of McGladdrey & Pullen LLP - attached
25.1 Power of Attorney-Located on Signature Page
ITEM 9. Undertakings.
(a) 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar amount of securities offered would not
exceed that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) 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.
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(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.
(b) The undersigned Registrant hereby undertakes 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 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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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 Oakbrook, State of Illinois, on the 30th day of June,
1998.
CELTIC INVESTMENT, INC.
By/s/ Douglas P. Morris By/s/ Frank Lucchese
- ------------------------------ ----------------------------
Douglas P. Morris Frank Lucchese
Principal Executive Officer Principal Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person who signature appears
below constitutes and appoints Douglas P. Morris as true and lawful
attorney-in-fact and agent, with full power of substitution and restitution, for
him and his name, place and stead, in any and all capacities, to sign any and
all amendments to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to make any and all state securities law
or blue sky filings, granting unto said attorney-in-fact and agents, 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 and agents, or his substitute or substitutes, 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 by the following persons in the
capacities and on the dates indicated.
Date Title Signature
June 30, 1998 President/Director /s/ Douglas P. Morris
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Douglas P. Morris
June 30, 1998 Director /s/ Larry Meek
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Larry Meek
June 30, 1998 Director /s/ Howard D. Talks
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Howard D. Talks
June 30, 1998 Director /s/ Reese Howell, Jr.
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Reese Howell, Jr.
June 30, 1998 Director /s/Robert Gregory
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Robert Gregory.
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the use in this Registration Statement on Form S-8 filed by
Celtic Investment, Inc. and subsidiaries of our report dated August 13, 1997, on
our audits of the statements of financial position of Celtic Investment, Inc.
and subsidiairies as of June 30, 1997 and 1996, and the related consolidated
statemetns of income, shareholders' equity, and cash flows for each of the two
years ended June 30, 1997.
/s/MCGLADREY & PULLEN, LLP
MCGLADREY & PULLEN, LLP
Chicago, Illinois
June 30, 1998
July 1, 1998
Celtic Investment, Inc.
17 W. 220 22nd Street, Suite 420
Oakbrooke Terrace, IL 60181
Ladies and Gentlemen:
We have represented Celtic Investment, Inc., an Illinois corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8 (the "Registration Statement"), for registration under the
Securities Act of 1933, as amended (the "Securities Act"), of a maximum of
2,825,937 of the Company's Common Shares, par value $.001 per share (the "Common
Shares"), issued or to be issued pursuant to options granted under the Celtic
Investment, Inc. 1997 Stock Option Plan and various stock option agreements
granting compensatory stock options to certain officers, directors,employees and
consultants ( collectively, the "Plans").
Based upon our examination of such documents and other matters as we
deem relevant, it is our opinion that (i) the Common Shares to be offered by the
Company under the Plans pursuant to the Registration Statement have been duly
authorized and, (ii) when issued and sold by the Company in accordance with the
Plans and the stock options exercised thereunder, will be legally issued, fully
paid and nonassessable
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit hereby that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
/S/COHNE, RAPPAPORT & SEGAL
COHNE, RAPPAPORT & SEGAL
