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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Year ended December 31, 1998
Commission File Number: 0-27968
METEOR INDUSTRIES, INC.
--------------------------------------------------
(Exact Name of Issuer as Specified in its Charter)
COLORADO 84-1236619
- ------------------------------- ---------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
216 SIXTEENTH STREET, SUITE 730, DENVER, COLORADO 80202
--------------------------------------------------------
(Address of Principal Executive Offices)
Issuer's telephone number including area code: (303)572-1135
Securities registered under to Section 12(b) of the Exchange Act: None.
Securities registered under to Section 12(g) of the Exchange Act:
COMMON STOCK, $.001 PAR VALUE
Title of Class
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES [ X ] NO [ ]
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K [ X ]
At March 30, 1999, 3,555,792 shares of Common Stock (the Registrant's only
class of voting stock) were outstanding. The aggregate market value of the
Common Stock on that date held by non-affiliates was approximately $5,676,000.
DOCUMENTS INCORPORATED BY REFERENCE: None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Directors and Executive Officers of the Company are as follows:
Name Age Positions and Offices Held
--------------- --- ----------------------------------------------
Edward J. Names 47 President, Chief Executive Officer and
Director
Dennis R. Staal 50 Chief Financial Officer and Director
Richard E. Kisser 44 Secretary/Treasurer, Vice President, Accounting
and Finance
Ilyas Chaudhary 51 Director
Irwin Kaufman 62 Director
Richard E. Dana 55 Director
Paul W. Greaves 46 President of Subsidiaries
Robert K. Jensen 42 President of a Subsidiary
There is no family relationship between any Director or Executive Officer of
the Company.
Capco Acquisub, Inc. has the right to appoint two Directors, however only one,
Ilyas Chaudhary, is currently representing Capco Acquisub, Inc.
On September 10, 1998 a special meeting of the Board of Directors was held.
Rafiq Sayed resigned as a Director and Richard E. Dana was appointed to fill
the vacant Director's position.
On November 10, 1998 an Annual Meeting of the Board of Directors was held. A
compensation committee was established and Irwin Kaufman, Richard Dana and
Dennis Staal were appointed to the committee. Also established was an Audit
Committee. Irwin Kaufman, Richard Dana and Edward Names were appointed to the
audit committee. Since November 10, 1998, the Compensation Committee has met
one time and the audit committee has not met as of the date of this filing.
Set forth below are the names of all Directors and Executive Officers of the
Company and its major subsidiaries, all positions and offices with the Company
held by each such person, the period during which he has served as such, and
the principal occupations and employment of such persons during at least the
last five years:
EDWARD J. NAMES - President, Chief Executive Officer and Director. Mr. Names
has been President and a Director of Meteor since it was incorporated in 1993.
Mr. Names has extensive experience in mergers and asset acquisitions as well
as small business matters such as business planning, financing, management and
contract negotiation. Mr. Names was President of Alfa Resources, Inc. and its
subsidiaries from 1983 to 1995. Mr. Names resigned as President of Alfa
Resources, Inc. as of the closing of the CRI acquisition and resigned as a
director in 1997. In 1987, Mr. Names became Special Counsel to the law firm
of Wills and Sawyer, P.C., Denver, Colorado, and maintained that relationship
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until December 1992. Mr. Names was associated with the firm of Nelson &
Harding, Denver, Colorado, from 1980 to 1981, and the law firm of Schmidt,
Elrod & Wills, Denver, Colorado, where he practiced corporate and securities
law and became a Partner in October 1982. Mr. Names received a Bachelor of
Arts Degree in Economics from the University of Colorado in 1973, and a Juris
Doctorate from the University of Denver College of Law in 1980. He devotes
his full time to the business of the Company and its subsidiaries.
DENNIS R. STAAL - Chief Financial Officer and Director. Mr. Staal has been a
Director and Chief Financial Officer of the Company since July 1993 and was
Secretary/Treasurer from July, 1993 to March 1999. He also serves as a
director of some of the Company's subsidiaries. Mr. Staal is a graduate of
the University of Nebraska, where he received a Bachelor of Science degree in
Business Administration in 1970. From 1970 through 1973, he was a CPA with
Arthur Andersen & Co. From 1973 through 1976, he was Controller for the
Health Planning Council of Omaha. From 1977 through 1981, he served as a
Director of Wulf Oil Corporation and as President of such company from 1979 to
1981. From 1979 through 1982, he served as a Director of Chadron Energy
Corporation, and as Director of the First National Bank of Chadron. From 1982
through 1984, he was Chief Financial Officer of High Plains Genetics, Inc.
From 1986 to 1991, Mr. Staal was Director and President of Saba Petroleum
Company. Mr. Staal is currently a director and Treasurer of Alfa Resources,
Inc. As of April 1, 1999, Mr. Staal reduced the amount of time he devotes to
the business of the Company from 80% to approximately 50%.
RICHARD E. KISSER, Secretary/Treasurer and Vice President, Accounting and
Finance. Mr. Kisser was hired in June 1998 and was appointed by the Board of
Directors as the Vice President, Accounting and Finance in August 1998. On
March 1, 1999 Mr. Kisser was appointed as Secretary/Treasurer for the Company
by the Board of Directors. Mr. Kisser graduated from Central Michigan
University, where he received a Bachelor of Science degree in Accounting and
Business Management in 1978. From 1978 through 1981, he was an In-Charge
Staff Accountant with Pricewaterhouse LLP. From 1981 through 1997, Mr. Kisser
was employed by Total Petroleum, Inc. He started as Assistant Manager of
Corporate Accounting in 1981. In 1983 he was appointed Manager of Crude Oil
of Accounting and held that position until 1988. In 1988 he was promoted to
Manager of Financial Services and held that position until 1989 when he became
Manager of Crude Oil and Products Accounting. He held that position until
1990 when he was promoted to Director of Internal Audit.
ILYAS CHAUDHARY - Director. Mr. Chaudhary has been a Director of the Company
since November 1995. He has also been an officer and director of Capco
Resources, Inc. ("CRI"), which became been a wholly-owned subsidiary of the
Company, in October 1993. He was an officer and a director of Saba Petroleum
Company, (now Greka Energy Corporation) a publicly held oil and gas company
from 1985 until 1998. Mr. Chaudhary is a director and controlling
shareholder of Capco Resources Ltd.,an Alberta Stock Exchange listed company
and also Meteor's largest shareholder. Mr. Chaudhary has 25 years of
experience in various capacities in the oil and gas industry, including eight
years of employment with Schlumberger Well Services from 1972 to 1979. Mr.
Chaudhary received a Bachelor of Science degree in Electrical Engineering from
the University of Alberta, Canada.
IRWIN KAUFMAN - Mr. Kaufman has been a director of the Company since August
1997. Mr. Kaufman is a financial consultant facilitating contacts with the
investment community. Mr. Kaufman helps arrange financing for small and mid-
sized companies and consults with management to enhance shareholder value. He
has worked as a financial consultant for the last several years. Mr. Kaufman
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has also been a principal consultant for Computer and Mathematics Education
for the Sherman Fairchild Foundation.
RICHARD E. DANA - Mr. Dana has been a director of the Company since September
1998. Mr. Dana is a business manager with experience covering thirty years,
the last 26 years of which were in the petroleum industry in both the upstream
(oil and gas exploration and production)and the downstream (refining and
marketing) sectors. From 1971 until 1998 Mr. Dana was employed by Total
Petroleum Ltd starting as a Controller in 1971, then as Treasurer in 1980 and
became a Senior Vice President and Chief Financial Officer in 1989.
PAUL W. GREAVES - President and Chief Executive Officer of the subsidiaries
and General Manager of Operations for the Company. Mr. Greaves has been the
President and Chief Executive Officer of the following subsidiaries: Meteor
Marketing, Inc. (formerly Pyramid Stores, Inc.) and its subsidiaries, Graves
Oil & Butane Co., Inc. and Meteor Stores, Inc. (formerly Hillger Oil Company)
since in April, 1996. Mr. Greaves has been Chief Executive Officer of
Fleischli Oil Company, Inc. since August, 1997. Prior to working for the
Company, Mr. Greaves held the position of Regional Manager, Rocky Mountain
Region, for Propane Continental of Overland Park, Kansas, from April 1994 to
April 1996. From 1989 until 1994, Mr. Greaves was Director of Business
Development for the Wescourt Group of Denver, Colorado, a petroleum marketing
and distribution holding company. Mr. Greaves devotes his full time to the
business of the Company and its subsidiaries described above.
ROBERT JENSEN - President of Fleischli Oil Company, Inc. (a subsidiary of
Meteor)and General Manager of the Company's commercial division. Mr. Jensen
started with Fleischli in the early 1970's has held several management and
non-management positions including warehouse/delivery person, assistant
manager of several retail gasoline stations and regional sales representative.
Mr. Jensen became President of Fleischli in 1993. Mr. Jensen graduated from
the University of Wyoming in 1981. He is involved in numerous industry
organizations having earned Salesman of the Year awards from both the Wyoming
Contractors Associations and the Wyoming Mining Association. Mr. Jensen is a
board member of the Wyoming Chapter of the National Multiple Sclerosis
Society, Cheyenne LEADS economic development group and Chairman of the
Cheyenne, Laramie County Economic Development Joint Powers Board and member of
the U.S. Chamber of Commerce.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of Forms 3 and 4 and amendments thereto furnished to
the Company during its most recent fiscal year, and Forms 5 and amendments
thereto furnished to the Company with respect to its most recent fiscal year
and certain representations, no persons who were either a director, officer,
or beneficial owner of more than 10% of the Company's common stock, failed to
file on a timely basis reports required by section 16(a) of the Exchange Act
during the most recent fiscal year.
ITEM 11. EXECUTIVE COMPENSATION
The following information regarding the executive compensation for the
Company's Chief Executive Officer and President for the fiscal years ended
December 31, 1998, 1997, and 1996. No other Executive Officer received salary
and bonus in excess of $100,000 during such periods.
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<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
----------------------------
Annual Compensation Awards Payouts
------------------------- ----------------- ----------
Securi-
ties
Under-
Other Re- lying All
Annual stricted Options/ Other
Name and Principal Compen- Stock SARs LTIP Compen-
Position Year Salary Bonus sation Award(s) (Number) Payouts sation
- ----------------- ---- -------- ----- ------ --------- ------- --------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edward J. Names 1998 $105,000 -- $8,078* -- 36,910 -- --
President and 1997 $105,000 -- $5,500* -- -- -- --
Chief Executive 1996 $101,250 -- $5,040* -- -- -- --
Officer
</TABLE>
___________________
* Represents premiums paid on health insurance policies and the use of a
Company vehicle.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
Potential
Realizable
Percent Value at Assumed
Number of Of Total Annual Rates
Securities Options/SARs Exercise Of Stock Price
Underlying Granted To Or Base Appreciation
Options/SARs Employees In Price Expiration For Option Term
Name Granted (#) Fiscal Year ($/Sh) Date 5%($) 10%($)
- --------------- ------------ ------------ -------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Edward J. Names 10,000 5.0% $3.0625 5/29/03 $ 8,461 $18,697
26,910 13.4% $3.375 11/11/03 $25,080 $55,435
</TABLE>
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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Securities
Underlying Value of Unexer-
Shares Unexercised cised in-the
Acquired Options SARs Money Options/
On At FY-end SARs AT FY-end
Exercise Value Exercisable/ Exercisable/
Name (Number) Realized Unexercisable Unexercisable
- ---------------- --------- -------- ------------- ----------------
Edward J. Names -0- -0- 110,000/26,910 $-0-/$-0-
EMPLOYMENT ARRANGEMENTS
EDWARD J. NAMES, President of the Company, entered into a five-year employment
agreement with the Company which became effective in January 1994, which
provides that Mr. Names is required to devote substantially full time to the
business of the Company. The agreement was amended in January 1999 to provide
for an annual salary of $125,000 plus an annual bonus based upon the financial
performance of the Company. Pursuant to his employment agreement, Mr. Names
is allowed to devote up to 10 hours per month to other business operations
including his duties as a director or officer in other companies. Absent
notice to the contrary from the Company or Mr. Names, the five-year term of
the employment agreement renews automatically each year and such agreement has
been renewed each year. The Company can terminate his employment, however, at
any time without cause and be obligated only for two years salary. The
employment agreement includes a covenant not to compete which is effective for
one year after termination of employment.
DENNIS R. STAAL, Director of the Company has a three year consulting agreement
which provides for a fee of $400.00 per day for services as well as restricted
stock bonuses as approved by the Company's compensation committee. He devotes
approximately 50% of his time to the business of the Company and its
subsidiaries. The Company may terminate Mr. Staal's consulting agreement at
any time and be obligated for a maximum payment of approximately $50,000. The
agreement includes a covenant not to compete for nine months after termination
if Mr. Staal terminates the contract.
PAUL W. GREAVES entered into a three year employment agreement with the
Company's subsidiary, Meteor Marketing, Inc. which became effective in January
of 1999. Mr. Greaves is required to devote full time to the business of the
Company. The agreement calls for a base salary of $90,000 per year plus an
annual bonus based upon improved financial performance of Meteor and its
subsidiaries. The Company may terminate Mr. Greaves's employment at any time,
without cause and be obligated for twelve months base salary and accrued but
unpaid bonuses. The employment agreement includes a covenant not to compete
which is effective for six months after termination of employment.
ROBERT K. JENSEN, President of one of the Company's subsidiaries, entered into
an eighteen month agreement in August 1997 which was amended in January 199 to
a three year employment agreement. The amended agreement provides for an
annual salary of $79,000 plus an annual bonus based upon improved financial
performance of the Company and certain of its subsidiaries. The Company may
terminate Mr. Jensen's employment at any time, without cause and be obligated
for twelve months base salary and accrued but unpaid bonuses. The employment
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agreement includes a covenant not to compete which is effective for six months
after termination of employment.
STOCK OPTION PLAN
A stock option plan providing for the issuance of incentive stock options and
non-qualified stock options to Meteor's employees was approved by Meteor's
shareholders on April 15, 1993. Pursuant to the Plan, 500,000 shares of
Meteor's $.001 par value Common Stock have been reserved for issuance. As of
March 31, 1999, and after reducing the number of expired options, 418,000
options were issued and outstanding under the Plan.
In March 1998 Meteor granted 5,000 options each to Irwin Kaufman and Rafiq
Sayed, Directors of the Company. One half of such options vest immediately
and one half vest in March of 1999. The exercise price is $4.25 per share.
Also in March, Meteor issued a total of 33,500 options to certain employees of
the Company. Such options vest over five years and expire in March 2008.
In May of 1998 Meteor granted 10,000 options each to Edward Names, Dennis
Staal and Paul Greaves for personally guaranteeing a subsidiary note. These
options vest immediately, the exercise price is $3.06 and expire in 2003.
In June of 1998 Meteor granted 10,000 options to Richard Kisser, Vice-
President, Accounting and Finance. These options vest over three years and
expire in June 2001. The exercise price is $3.75.
In September 1998, Meteor granted 15,000 options to Richard Dana, Director.
These options vest over three years and the exercise price is $4.125.
INCENTIVE EQUITY PLAN
The Board of Directors adopted the 1998 Incentive Equity Plan of the Company
(the "Incentive Plan") on November 10, 1998, which was approved by the
Stockholders at the Special Meeting of Shareholders held on the same day.
The purpose of the Incentive Plan is to enable the Company to attract officers
and other key employees and consultants and to provide them with appropriate
incentives and rewards for superior performance. The Incentive Plan affords
the Company the ability to respond to changes in the competitive and legal
environments by providing the Company with greater flexibility in key employee
and executive compensation than was available through the previously approved
plan or individual stock option agreements. This plan is designed to be an
omnibus plan allowing the Company to grant a wide range of compensatory awards
including stock options, stock appreciation rights, restricted stock, deferred
stock and performance shares or units. The Incentive Plan is intended to
encourage stock ownership by recipients by providing for or increasing their
proprietary interests in the Company, thereby encouraging them to remain in
the Company's employment. The Incentive Plan has been prepared to comply with
all applicable tax and securities laws, including Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and state and
federal tax laws.
Subject to adjustment as provided in the Incentive Plan, the number of shares
of Common Stock that may be issued or transferred, plus the amount of shares
of common Stock covered by outstanding awards granted under the Incentive
Plan, shall not in the aggregate exceed 750,000. The number of Performance
Units granted under the Incentive Plan shall not in the aggregate exceed
200,000. The number of shares of Common Stock granted under the Incentive
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Plan to any individual in any calendar year shall not in the aggregate exceed
100,000.
In November of 1998 Meteor issued a total of 95,500 options to certain
employees of the Company as part of the Company 1998 bonus plan. The exercise
price is $3.375 and the options will vest on November 9, 1999. These options
expire November 9, 2003.
In January of 1999 Richard Kisser was granted an additional incentive stock
option to purchase 10,000 shares at the exercise price of $3.00 per share.
These options were issued per his employment agreement and the options will
vest over a three period.
As of March 31, 1999, 355,500 options were issued and outstanding under the
Incentive Plan.
DIRECTOR COMPENSATION
Outside Directors of the Company receive fees of $250 per meeting for
telephone meeting and $750 per meeting for attendance at a meeting in person.
Each Director is reimbursed for all reasonable and necessary costs and
expenses incurred as a result of being a Director of the Company. In addition,
the Company issues options to its Directors as determined by the Board. In
January of 1999 Meteor issued to all five directors 50,000 options each at the
exercise price of $3.75. These options are non-qualified options granted
pursuant to the Company's Incentive Equity Plan and vested immediately but
become exercisable ratably over five years.
In addition to his earned regular compensation as a Director, Irwin Kaufman
received 27,500 additional options in March 1998 for outside consulting
services. These options were granted under the Company's Stock Option Plan at
an exercise price of $4.25 per share. These options expire in March 2001.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 31, 1999, the stock ownership of
each person known by the Company to be the beneficial owner of five percent or
more of the Company's Common Stock, all Directors individually and all
Directors and Officers of the Company as a group. Except as noted, each
person has sole voting and investment power with respect to the shares shown.
NAME AND ADDRESS AMOUNT OF BENEFICIAL PERCENTAGE
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
Capco Resources Ltd. 1,243,350 31.7%
#950, 444 - 5th Avenue, S.W.
Calgary, Alberta
Canada TOP 2T8
Edward J. Names 427,640(1) 10.9%
216 - 16th Street, Suite 730
Denver, CO 80202
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Ilyas Chaudhary 1,353,350(2) 34.5%
#950, 444 - 5th Avenue, SW
Calgary, Alberta
Canada TOP 2T8
Dennis R. Staal 140,932(3) 3.6%
216 - 16th Street, Suite 730
Denver, CO 80202
Irwin Kaufman 58,600(4) 1.5%
8224 Paseo Vista Drive
Las Vegas, NV 89128
Richard Dana 15,000(5) .04%
128 Ash Street
Denver, CO 80220
The Estate of Theron J. Graves 1,002,915(6) 22.0%
761 South Miller
Farmington, NM 87499
All Executive Officers and 2,051,062(7)(8) 51.7%
Directors as a Group
(8 Persons)
__________________
(1) Represents 40,240 shares held directly by Mr. Names, 265,000 shares held
by NFF, Ltd., a limited partnership of which he served as general partner;
2,400 shares held by his wife of which he disclaims beneficial ownership,
and 120,000 shares underlying stock options exercisable within 60 days by
Mr. Names. Of the shares held by NFF, Ltd.
(2) Includes shares of the Company held by Capco Resources Ltd. of which Mr.
Chaudhary is Chairman of the Board, Chief Executive Officer and bene-
ficially owns over 50% of its outstanding stock and 110,000 shares
underlying stock options exercisable within 60 days by Mr. Chaudhary.
(3) Includes 5,400 shares held by Mr. Staal; 71,500 shares held by PAMDEN,
Ltd., a limited partnership of which Mr. Staal is general partner; 8,432
shares held by Mystique Resources Company which is wholly owned by PAMDEN,
Ltd.; 600 shares held by an IRA and 55,000 shares underlying stock options
exercisable within 60 days by Mr. Staal.
(4) Consists of 45,500 shares underlying stock options and warrants exercis-
able within 60 days by Mr. Kaufman and 13,600 shares owned by Mr. Kaufman
directly.
(5) Consists of 15,000 shares underlying stock options exercisable within 60
days by Mr. Dana.
(6) Represents shares of the Company's Common Stock which the estate of Mr.
Graves presently has the right to acquire upon the exchange of shares of
Graves Preferred Stock. The percentage calculation is based on actual
shares outstanding at March 31, 1999.
(7) Includes 8,985 shares held directly and 40,000 shares underlying stock
options exercisable within 60 days held by Paul W. Greaves, who is
President and Chief Executive Officer of certain of the Company's
subsidiaries.
(8) Includes 4,190 shares held directly and 2,365 shares underlying stock
options exercisable within 60 days by Robert Jensen, who is President
of Fleischli Oil Company, Inc.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS INVOLVING THE COMPANY'S OFFICERS AND DIRECTORS
The Company leases certain real estate from the preferred stockholder of a
subsidiary. For the year ended December 31, 1998, rents paid were $60,000.
The Company leases rolling stock from various related parties under capital
lease agreements. The total obligation paid under these agreements for the
year ended December 31, 1998 was $69,000.
The Company sells its product to entities controlled by Gus Fleischli, a
Director of one of the Company's subsidiaries. During the year ended December
31, 1998, revenues reported amounted to $66,000.
In June of 1998, the Company repurchased 533,000 shares of its outstanding
common stock for $2,000,000 from Capco Resources, Ltd. Capco Resources, Ltd.
is the Company's largest shareholder, and Ilyas Chaudhary, a Director of the
Company, is a director and controlling shareholder of Capco Resources, Ltd.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following statements have previously been filed as part of this
Report:
Page(s)
Report of Independent Accountants ................................ F-1
Consolidated Balance Sheets - December 31, 1998 and 1997 ......... F-2
Consolidated Statements of Operations - years ended December 31,
1998, 1997 and 1996.......................................... F-4
Consolidated Statement of Shareholders' Equity - years ended
December 31, 1998, 1997 and ................................. F-5
Consolidated Statements of Cash Flows - years ended December 31,
1998, 1997 and 1996.......................................... F-6
Notes to Consolidated Financial Statements ....................... F-9
Financial Statement Schedule
Report of Independent Accountants................................. S-1
Schedule 2 - Valuation and Qualifying Accounts.................... S-2
(b)
Exhibit
Number Description Location
- ------- -------------------------- ------------------------------------
3.1 Articles of Incorporation, Incorporated by reference to Exhibit
as amended 2.1 to Registrant's Form 1-A Offering
Statement (SEC File No. 24D-3802 SML)
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3.2 Bylaws Incorporated by reference to Exhibit
2.2 to Registrant's Form 1-A Offering
Statement (SEC File No. 24D-3802 SML)
10.1 Stock Option Plan Incorporated by reference to Exhibit
6.1 to Registrant's Form 1-A Offering
Statement (SEC File No. 24D-3802 SML)
10.2 Stock Purchase Agreement Incorporated by reference to Exhibit
among Registrant, Graves 6.2 to Registrant's Form 1-A Offer-
Oil & Butane Co., Inc. and ing Statement (SEC File No. 24D-3802
Theron J. Graves dated June SML)
23,1993, Amendment dated
August 23, 1993 and Closing
Memorandum dated September
28, 1993
10.3 $2,350,000 Promissory Note Incorporated by reference to Exhibit
payable to Theron J. Graves 6.3 to Registrant's Form 1-A Offering
and Security Agreement Statement (SEC File No. 24D-3802 SML)
10.4 Notes Receivable ($550,000 Incorporated by reference to Exhibit
and $100,000) from Theron 6.4 to Registrant's Form 1-A Offer-
J. Graves ing Statement (SEC File No. 24D-3802
SML)
10.5 Registration Agreement Incorporated by reference to Exhibit
regarding Subsidiary's 6.5 to Registrant's Form 1-A Offering
Preferred Stock Statement (SEC File No. 24D-3802 SML)
10.6 Security Agreement regard- Incorporated by reference to Exhibit
ing Subsidiary's Preferred 6.6 to Registrant's Form 1-A Offering
Stock Statement (SEC File No. 24D-3802 SML)
10.7 Consulting Agreement with Incorporated by reference to Exhibit
Theron J. Graves 6.7 to Registrant's Form 1-A Offering
Statement (SEC File No. 24D-3802 SML)
10.8 Lease regarding corporate Incorporated by reference to Exhibit
offices and storage yard 6.11 to Registrant's Form 1-A Offer-
ing Statement (SEC File No. 24D-3802
SML)
10.9 Lease regarding Albuquerque Incorporated by reference to Exhibit
warehouse 6.12 to Registrant's Form 1-A Offer-
ing Statement (SEC File No. 24D-3802
SML)
10.10 Lease regarding East Main Incorporated by reference to Exhibit
Properties 6.13 to Registrant's Form 1-A Offer-
ing Statement (SEC File No. 24D-3802
SML)
10.11 Norwest Credit and Security Incorporated by reference to Exhibit
Agreement 6.14 to Registrant's Form 1-A Offer-
ing Statement (SEC File No. 24D-3802
SML)
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10.12 $4,000,000 Note Payable to Incorporated by reference to Exhibit
Norwest (partially drawn 6.15 to Registrant's Form 1-A Offer-
upon) ing Statement (SEC File No. 24D-3802
SML)
10.13 Meteor Corporate Guarantee Incorporated by reference to Exhibit
as regarding Norwest 6.16 to Registrant's Form 1-A Offer-
ing Statement (SEC File No. 24D-3802
SML)
10.14 Employment Agreement with Incorporated by reference to Exhibit
Edward J. Names 6.17 to Registrant's Form 1-A Offer-
ing Statement (SEC File No. 24D-3802
SML)
10.15 Leases regarding Cortez Incorporated by reference to Exhibit
truck stop 6.18 to Registrant's Form 1-A Offer-
ing Statement (SEC File No. 24D-3802
SML)
10.16 Agreement between the Incorporated by reference to Exhibit
Registrant and Hillger Oil 10.16 to Company's Registration
Statement on form 10 (SEC File No.
0-27986)
10.17 Lease Agreement between Incorporated by reference to Exhibit
Hillger Oil Co., Inc. and 10.17 to Company's Registration
Hillco, Inc. Statement on Form 10 (SEC File No.
0-27968)
10.18 Credit and Security Agree- Incorporated by reference to Exhibit
ment between Hillger Oil 10.18 to Company's Registration
Co., Inc. and Norwest Statement on Form 10 (SEC File No.
Business Credit, Inc. 0-27968)
10.19 Project Development and Incorporated by reference to Exhibit
Shareholders' Agreement 10.19 to Company's Registration
for Pakistan Power Project Statement on Form 10 (SEC File No.
0-27968)
10.20 Amended and Restated Share Incorporated by reference to Exhibit
Exchange and Reorganization 10.20 to Company's Registration
Agreement Statement on Form 10 (SEC File No.
0-27968)
10.21 Amendment to Employment Incorporated by reference to Exhibit
Agreement with Edward J. 10.21 to Company's Registration
Names Statement on Form 10 (SEC File No.
0-27968)
10.22 Amended and Restated Incorporated by reference to Exhibit
Promissory Note from Saba 10.22 to Company's Registration
Petroleum Company to Capco Statement on Form 10 (SEC File No.
Resources, Inc. 0-27968)
10.23 1997 Incentive Plan Incorporated by reference to Exhibit
10.23 to Company's Form 10-K dated
12/31/96 (SEC File No. 0-27968)
12
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10.24 Second Amended and Restated Incorporated by reference to Exhibit
Agreement between Meteor 10.24 to Company's Form 10-K dated
Industries, Inc., Capco 12/31/96 (SEC File No. 0-27968)
Resources, Inc. and Saba
Petroleum Company
10.25 Shareholder's Agreement Incorporated by reference to Exhibit
among Cogen Technologies, 10.25 to Company's Form 10-K dated
Saba Capital Company, LLC, 12/31/96 (SEC File No. 0-27968)
Capco Resources, Inc., et al
10.26 Letter Agreement with Incorporated by reference to Exhibit
Western Energy Resources 10.26 to Company's Form 10-K dated
Limited 12/31/96 (SEC File No. 0-27968)
10.27 Letter Agreement between Incorporated by reference to Exhibit
Meteor Industries, Inc. 10.27 to Company's Form 10-K dated
and Capco Resources, Ltd. 12/31/96 (SEC File No. 0-27968)
dated April 23, 1996
10.28 Meteor Corporate Guaranty Incorporated by reference to Exhibit
with Norwest Business 10.28 to Company's Form 10-K dated
Credit, Inc. 12/31/97 (SEC File No. 0-27968)
10.29 Revolving Note with Nor- Incorporated by reference to Exhibit
west Business Credit, Inc. 10.29 to Company's Form 10-K dated
12/31/97 (SEC File No. 0-27968)
10.30 Credit and Security Incorporated by reference to Exhibit
Agreement 10.30 to Company's Form 10-K dated
12/31/97 (SEC File No. 0-27968)
10.31 Agreement between Tri- Incorporated by reference to Form 8-K
Valley Gas Co.; Share- dated May 29, 1998 (SEC File No.
holders and Fleischli Oil 0-27968)
Company, Inc. to Purchase
Tri-Valley Gas Co.
10.32 Agreement between Capco Incorporated by reference to Form 8-K
Capco Acquisub, Inc. and dated December 31, 1998
and Nevada Manhattan Mining (SEC File No. 0-27968)
Incorporated to sell Capco
shares of Meteor stock
10.33 Agreement between Capco Incorporated by reference to Form 8-K
Acquisub, Inc. and Nevada dated January 11, 1999
Manhattan Mining Incor- (SEC File No. 0-27968)
porated to change control
in of the Corporation
21 Subsidiaries of the Previously filed
Registrant
27.1 Financial Data Schedule for Previously filed
fiscal year ending
December 31, 1998
13
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Amendment to be
signed on its behalf by the undersigned thereunto duly authorized.
METEOR INDUSTRIES, INC.
Dated: April 30, 1999 By:/s/ Edward J. Names
Edward J. Names, President
