As Filed with the Securities and Exchange Commission on August 8, 1996
Registration No. 333-
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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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ESSENTIAL RESOURCES, INC.
(Exact name of registrant as specified in its charter)
412 Pleasant Valley Way, Suite 205
West Orange, New Jersey 07052
(address of principal executive
office including zip code)
Nevada 76-0206582
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Essential Resources, Inc.
1996 Stock Option Plan
(full title of plan)
--------------------
Phillip Cook,
President
412 Pleasant Valley Way, Suite 205
West Orange, New Jersey 07052
(201) 736-9067
(Name, address and telephone number of agent for service)
With Copies To:
Felice F. Mischel, Esq.
Thomas A. Rose, Esq.
Schneck Weltman Hashmall & Mischel LLP
1285 Avenue of the Americas
New York, New York 10019
(212) 956-1500
<PAGE>
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Proposed Proposed Proposed
Each Class Maximum Maximum Amount of
of Securities Amount of Offering Aggregate Regis-
To Be Shares To Be Price Per Offering tration
Registered Registered Security(1) Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock 1,500,000 $5.00 $7,500,000 $2,586.23
(par value $.01)
Common Stock 425,000 $5.25 $2,231,250 $769.40
(par value $.01)
Total 1,925,000 $9,731,250 $3,355.63
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</TABLE>
(1) For shares issuable pursuant to stock options outstanding at
August 2, 1996, calculated pursuant to Rule 457(h) based on the exercise price
of such options.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities Exchange Commission
(the "Commission") are incorporated in this Registration Statement by
reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
(2) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1996.
(3) Current Report on Form 8-K, dated as of January 30, 1996.
(4) Amendment No. 1 to Form 8-K on Form 8.
All documents subsequently filed by the Registrant pursuant to
Sections 12(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 in this
Registration Statement and to be 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 registered hereby is being passed upon
for the Company by Schneck Weltman Hashmall & Mischel LLP, 1285 Avenue of the
Americas, New York, New York 10019.
Item 6. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation and By-laws provide to the
extent permitted by Nevada Business Corporation Act, as the same may be
amended, a director of the Corporation shall not be liable to the Corporation
or its stockholder for monetary damages for breach of fiduciary duty of a
director.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of Schneck Weltman Hashmall & Mischel LLP.
23.1 Consent of Smith & Company.
<PAGE>
23.2 Consent of Schneck Weltman Hashmall & Mischel LLP (included in
Exhibit 5.1)
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability the under Securities Act of 1993, 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 this is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
2. The undersigned Registrant hereby undertakes:
(a) 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;
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;
provided, however, that paragraphs 2 (a)(1)(i) and 2 (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference herein.
(b) 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 herein, and
the offering of such securities that at that time shall be deemed to be the
initial bona fide offering thereof.
(c) 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.
3. Insofar as indemnification for liabilities arising 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
<PAGE>
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, as
amended, 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 Pleasant Valley, State
of New Jersey, on August 5, 1996.
ESSENTIAL RESOURCES, INC.
By: /s/ PHILLIP COOK
-------------------------------------
Phillip Cook,
President, Chief Executive Officer
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 has been signed below by the
following persons in the capacities and on the date indicated.
Signature Capacity in Which Signed Date
- --------- ------------------------ ----
/s/ PHILLIP COOK President, Chief Executive August 2, 1996
- ---------------------------- Officer, Chief Financial Officer
Phillip Cook and Director
/s/ THOMAS GAINES Secretary, Treasurer and Director August 2, 1996
- ---------------------------- of the Company
Thomas Gaines
/s/ KRISTA CASTLETON NIELSON Director August 2, 1996
- ----------------------------
Krista Castleton Nielson
EXHIBIT 5.1
SCHNECK WELTMAN HASHMALL & MISCHEL LLP
1285 Avenue of the Americas
New York, New York 10019
Tel 212-956-1500
Fax 212-956-3252
August 6, 1996
Essential Resources, Inc.
412 Pleasant Valley Way, Suite 205
West Orange, New Jersey 07052
Re: Essential Resources, Inc.
Registration of 1,925,000 Shares
of Common Stock on Form S-8
Gentlemen:
We have acted as counsel for Essential Resources, Inc., a Nevada
corporation (the "Company"), in connection with the preparation and filing of
the Registration Statement on Form S-8 (the "Registration Statement"), pursuant
to which the Company proposes to register 1,925,000 shares of the Company's
common stock, $.01 par value per share ("Common Stock"). We are familiar with
the proceedings by which the Common Stock has been authorized and issued and
have reviewed and are familiar with the Certificate of Incorporation and the
By-laws of the Company, and such other corporate records and documents as we
have deemed necessary to express the opinion herein stated. We have assumed the
genuineness of all signatures and the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies, and the authenticity of the
originals of such latter documents.
Based upon the foregoing, and having regard to legal considerations we
deem relevant, we are of the opinion that the Common Stock has been duly and
validly authorized and issued by the Company, and the Common Stock is fully
paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5(a) to the
Registration Statement and to the inclusion of our name under the section of
the Prospectus entitled "Legal Matters."
Very truly yours,
/s/ SCHNECK WELTMAN HASHMALL & MISCHEL LLP
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Schneck Weltman Hashmall & Mischel LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form
S-8 of our report dated February 29, 1996, on the financial statements of
Essential Resources, Inc., and to any reference to us in such Registration
Statement.
/s/ SMITH & COMPANY
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Smith & Company
Certified Public Accountants
August 6, 1996
