<PAGE>
As filed with the Securities and Exchange Commission on November 13, 1996
Registration No. 333-_______
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
WORLDWIDE PETROMOLY, INC.
----------------------------------------------------
Exact name of Registrant as specified in its charter
Colorado 84-7125214
- ------------------------------- --------------------------
(State or other Jurisdiction of (I.R.S. Employer Identifi-
Incorporation or Organization) cation Number)
1300 Post Oak Boulevard, 9th Floor, Houston, Texas 77056
------------------------------------------------------------
(Address of principal executive offices, including Zip Code)
1996 Stock Option Plan
------------------------
(Full title of the plan)
Gilbert Gertner, Chief Executive Officer
1300 Post Oak Boulevard, 9th Floor
Houston, Texas 77056
(713) 629-8300
(Name, address and telephone number, including
area code, of agent for service)
Copy to:
Jon D. Sawyer, Esq.
Jon D. Sawyer, P.C.
1401 Seventeenth Street, Suite 460
Denver, Colorado 80202
(303) 295-2355
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Amount Proposed Maxi- Proposed Maxi- Amount
Title of Securities to be mum Offering mum Aggregate of Regis-
to be Registered Registered Price Per Share Offering Price tration
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 3,000,000 $4.3125<FN1> $12,937,500 $3,920.45
No Par Value Shares
- -----------------------------------------------------------------------------
<FN>
<FN1> Based on the exercise price of the options outstanding under the 1996
Stock Option Plan as to 1,500,000 shares and the closing price of the
Registrant's Common Stock on November 6, 1996, as reported on the NASD
Bulletin Board as to the remaining 1,500,000 shares.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by Worldwide Petromoly, Inc.
(the "Company") with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 (the "Exchange Act") are hereby incorporated
herein by reference:
(1) The Company's Annual Report on Form 10-KSB for the year ended June
30, 1996.
(2) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10-SB filed pursuant to Section 12 of
the Exchange Act (SEC File No. 0-24682).
(3) The Company's Current Report on Form 8-K dated July 22, 1996.
(4) The Company's Current Report on Form 8-K dated September 19, 1996.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof
and 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 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.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The only statute, charter provision, bylaw, contract, or other arrange-
ment under which any controlling person, Director or Officer of the Company is
insured or indemnified in any manner against any liability which he may incur
in his capacity as such, is as follows:
(a) The Company has the power under the Colorado Business Corporation
Act to indemnify any person who was or is a party or is threatened to be made
a party to any action, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a Director,
Officer, employee, fiduciary, or agent of the Company or was serving at its
request in a similar capacity for another entity, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection therewith if he acted in good faith
and in a manner he reasonably believed to be in the best interest of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In case of an action
brought by or in the right of the Company such persons are similarly entitled
to indemnification if they acted in good faith and in a manner reasonably
believed to be in the best interests of the Company but no indemnification
-2-
<PAGE>
shall be made if such person was adjudged to be liable to the Company for
negligence or misconduct in the performance of his duty to the Company unless
and to the extent the court in which such action or suit was brought
determines upon application that despite the adjudication of liability, in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnification. In such event, indemnification is limited to
reasonable expenses. Such indemnification is not deemed exclusive of any
other rights to which those indemnified may be entitled under the Articles of
Incorporation, Bylaws, agreement, vote of shareholders or disinterested
directors, or otherwise.
(b) The Articles of Incorporation and Bylaws of the Company generally
allow indemnification of Officers and Directors to the fullest extent allowed
by law.
ITEM 7. EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement:
EXHIBIT
NUMBER TITLE
4.1 Articles of Incorporation and Bylaws (Incorporated by
reference to Exhibits 2.1 and 2.2 to Registrant's Form
10-SB Registration Statement (No. 0-24682)
4.2 Articles of Amendment to the Articles of Incorporation
5 Opinion of Jon D. Sawyer, P.C. as to the legality of
the securities being registered
23.1 Consent of Jon D. Sawyer, P.C. (contained in its
opinion filed as Exhibit 5)
23.2 Consent of BDO Seidman, LLP, Certified Public Accountants
23.3 Consent of Kish, Leake & Associates, P.C., Certified Public
Accountants
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;
-3-
<PAGE>
(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 subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference 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.
(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 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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to Item 6, 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.
-4-
<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 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 Houston, State of Texas, on the 13th day of
November 1996.
WORLDWIDE PETROMOLY, INC.
By/s/ Robert A. Goldberg
Robert A. Goldberg, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the capaci-
ties and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Robert A. Goldberg President (Chief Execu- November 13, 1996
Robert A.Goldberg tive Officer) and
Director
/s/ Gilbert Gertner Chairman of the Board, November 13, 1996
Gilbert Gertner and Director
/s/ Lance Rosmarin Secretary (Chief Financial November 13, 1996
Lance Rosmarin and Accounting Officer)
and Director
-5-
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
OGDEN MCDONALD & COMPANY
CHANGING ITS NAME TO
WORLDWIDE PETROMOLY, INC.
Pursuant to the provisions of the Colorado Business Corporation Act,
the undersigned Corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the Corporation is OGDEN MCDONALD & COMPANY.
SECOND: The following amendments were adopted on September 16, 1996
by the Board of Directors, and on October 11, 1996 by a vote of the
Shareholders of the Corporation, in the manner prescribed by the Colorado
Business Corporation Act. The number of shares voted for the amendments was
sufficient for approval.
ARTICLE I - NAME shall be amended to read as follows:
"ARTICLE I - NAME
The name of the Corporation is WORLDWIDE PETROMOLY, INC."
ARTICLE XIII - LIMITATION OF LIABILITY OF DIRECTORS
TO CORPORATION AND SHAREHOLDERS shall be added as
follows:
"ARTICLE XIII - LIMITATION OF LIABILITY
OF DIRECTORS TO CORPORATION AND SHAREHOLDERS
No Director shall be liable to the Corporation or any shareholder for monetary
damages for breach of fiduciary duty as a director, except for any matter in
respect of which such director (a) shall be liable under C.R.S. Section
7-108-403 or any amendment thereto or successor provision thereto; (b) shall
have breached the director's duty of loyalty to the Corporation or its
shareholders; (c) shall have not acted in good faith or, in failing to act,
shall not have acted in good faith; (d) shall have acted or failed to act in a
manner involving intentional misconduct or a knowing violation of law; or (e)
shall have derived an improper personal benefit. Neither the amendment nor
repeal of this Article, nor the adoption of any provision in the Articles of
Incorporation inconsistent with this Article, shall eliminate or reduce the
effect of this Article in respect of any matter occurring prior to such
amendment, repeal or adoption of an inconsistent provision. This Article
shall apply to the full extent now permitted by Colorado law or as may be
permitted in the future by changes or enactments in Colorado law, including
without limitation C.R.S. Section 7-102-102 and/or C.R.S. Section 7-108-402."
THIRD: The manner, if not set forth in such amendments, in which any
exchange, reclassification, or cancellation of issued shares provided for in
the amendments shall be effected, is as follows: Not applicable.
DATED: October 11, 1996
OGDEN MCDONALD & COMPANY
(Changing its name to
WORLDWIDE PETROMOLY, INC.)
By /s/ Gilbert Gertner
Gilbert Gertner
Chairman of the Board of Directors
JON D. SAWYER, P.C.
Attorneys At Law
Jon D. Sawyer 1401 Seventeenth Street, Suite 460 (303) 295-2355
James P. Beck Denver, CO 80202 FAX (303) 295-2370
November 13, 1996
Worldwide Petromoly, Inc.
1300 Post Oak Boulevard, 9th Floor
Houston, Texas 77056
Re: SEC Registration Statement on Form S-8
Gentlemen:
We are counsel for Worldwide Petromoly, Inc., a Colorado corporation
(the "Company") in connection with its registration under the Securities Act
of 1933, as amended (the "Act"), of 3,000,000 shares of common stock which may
be issued upon the exercise of options granted under the Company's 1996 Stock
Option Plan through a Registration Statement on Form S-8 as to which this
opinion is a part, to be filed with the Securities and Exchange Commission
(the "Commission").
In connection with rendering our opinion as set forth below, we have
reviewed and examined originals or copies identified to our satisfaction of
the following:
(1) Articles of Incorporation of the Company as filed with the
Secretary of State of the State of Colorado, as amended.
(2) Minute book containing the written deliberations and resolutions
of the Board of Directors and Shareholders of the Company.
(3) The Registration Statement.
(4) The exhibits to the Registration Statement to be filed with the
Commission.
We have examined such other documents and records, instruments and
certificates of public officials, officers and representatives of the Company,
and have made such other investigations as we have deemed necessary or
appropriate under the circumstances.
Based upon the foregoing and in reliance thereon, it is our opinion
that the 3,000,000 shares of the Company's no par value common stock which may
be issued upon the exercise of options under the 1996 Stock Option Plan will,
upon the purchase, receipt of full payment, issuance and delivery in accordance
with the terms of such options, be duly and validly authorized, legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
referenced Registration Statement on Form S-8.
Very truly yours,
JON D. SAWYER, P.C.
By /s/ Jon D. Sawyer
Jon D. Sawyer
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Worldwide Petromoly, Inc.
Houston, Texas
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated October
4, 1996, relating to the financial statements of Ogden, McDonald & Company
(the "Company") for the year ended June 30, 1996; and our report dated May 8,
1996 (except as to Notes 1,2,3 and 7 as to which the date is October 4, 1996),
relating to the financial statements of Worldwide Petromoly Corporation for
the year ended December 31, 1995; appearing in the Company's Annual Report on
Form 10-KSB for the year ended June 30, 1996.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO Seidman, LLP
BDO SEIDMAN, LLP
Houston, Texas
November 12, 1996
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Worldwide Petromoly, Inc.
Houston, Texas
We hereby consent to the incorporation in this Registration Statement of
Worldwide Petromoly, Inc. on Form S-8 of our report dated July 25, 1995,
relating to the financial statements of Worldwide Petromoly, Inc. appearing in
the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
1996.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ Kish, Leake & Associates, P.C.
KISH, LEAKE & ASSOCIATES, P.C.
Denver, Colorado
November 13, 1996
