As filed with the Securities and Exchange Commission on February ____, 1999
Registration No. ____
_______________________________________________________________________________
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 issuer as specified in its charter)
Colorado 84-7125214
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1300 Post Oak Boulevard, Suite 1985, Houston, Texas 77056
(Address of principal executive offices)
Consulting Services Plan and Agreement
(Full title of the plan)
___________________________
Gilbert Gertner
Chief Executive Officer
Worldwide Petromoly, Inc.
1300 Post Oak Boulevard, Suite 1985
Houston, Texas 77056
(713) 892-5823
(Name, address and telephone number, including area code, of agent for service)
____________________________
Copy to:
Robert D. Axelrod
Axelrod, Smith & Kirshbaum
5300 Memorial Drive, Suite 700
Houston, Texas 77007
______________________________
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [X]
CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(*) price(*) fee
- -------------------- --------------- ------------- ------------ ------------
Common stock, 700,000 shares $ 1.50 $ 1,050,000 $ 291.90
no par value,
underlying options
_______________________________________________________________________________
* Estimated pursuant to Rule 457 of the Securities Act of 1933, as amended,
solely for purposes of calculating the registration fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Worldwide Petromoly Inc. (the
"Company"), are incorporated herein by reference and made a part hereof: (a) the
Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1998;
and (b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since June 30, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, 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
herein and to be part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
It is the position of the Securities and Exchange Commission (the
"Commission") that indemnification against liabilities for violations under the
federal securities laws, rules and regulations is against public policy. See
subparagraph (c) of Item 9 below.
The only statute, charter provision, bylaw, contract, or other arrangement
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
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 proceedings, 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 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
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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.
The foregoing discussion of the Company's Articles and of the Colorado
Business Corporation Act is not intended to be exhaustive and is qualified in
its entirety by such Articles and statutes, respectively.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of the Registration
Statement:
Exhibit Number Description of Exhibit
- -------------- ----------------------
5 Opinion of Axelrod, Smith & Kirshbaum
23(i) Consent of Axelrod, Smith & Kirshbaum. See Exhibit 5.
23(ii) Consent of BDO Seidman, LLP.
23(iii) Consent of Jackson & Rhodes, P.C.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
A. (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 this 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 this registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement; provided,
however, that paragraphs (a) (i) and (a) (ii) above do not apply if the
registration statement is on Form S-3 or Form S-8 and 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 1934 Act that are incorporated by reference in the Registration
Statement.
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(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 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.
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 the foregoing provisions, or otherwise,
that 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 of 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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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 February 9, 1999.
WORLDWIDE PETROMOLY, INC.
By: /s/ Gilbert Gertner
------------------------
Gilbert Gertner, Director
and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
Signature Title Date
- --------- ----- ----
/s/ Gilbert Gertner Director February 9, 1999
---------------
Gilbert Gertner and Chairman of the Board
/s/ Lance Rosmarin Director, President, Secretary and February 9, 1999
--------------
Lance Rosmarin Chief Financial and Accounting Officer
/s/ Norton Cooper Director February 9, 1999
-------------
Norton Cooper
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AXELROD, SMITH & KIRSHBAUM
An Association of Professional Corporations
ATTORNEYS AT LAW
5300 Memorial Drive, Suite 700
Houston, Texas 77007-8292
Telephone (713) 861-1996
Robert D. Axelrod, P.C. Facsimile (713) 552-0202
February 9, 1999
Mr. Gilbert Gertner
Worldwide Petromoly, Inc.
1300 Post Oak Boulevard, Suite 1985
Houston, Texas 77056
Dear Mr. Gertner:
As counsel for Worldwide Petromoly, Inc., a Colorado corporation
("Company"), you have requested our firm to render this opinion in connection
with the registration statement of the Company on Form S-8 ("Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), filed with
the Securities and Exchange Commission relating to the registration of the
issuance of up to 500,000 shares of common stock, no par value per share (the
"Common Stock"), to be issued to consultants to the Company, pursuant to a
Consulting Services Plan and Agreement dated February 9, 1999 ("Consulting
Agreement") between the Company and the consultants.
We are familiar with the Registration Statement and the registration
contemplated thereby. In giving this opinion, we have reviewed the Registration
Statement and such other documents and certificates of public officials and of
officers of the Company with respect to the accuracy of the factual matters
contained therein as we have felt necessary or appropriate in order to render
the opinions expressed herein. In making our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents presented to us
as originals, the conformity to original documents of all documents presented to
us as copies thereof, and the authenticity of the original documents from which
any such copies were made, which assumptions we have not independently verified.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Colorado; and
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2. The shares of Common Stock to be issued are validly authorized and, when
issued and delivered in accordance with the terms of the Consulting Agreement,
will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference in the Registration Statement to Axelrod, Smith,
& Kirshbaum under the heading "Exhibits-Opinion."
Very truly yours,
/s/ Axelrod, Smith & Kirshbaum
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CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Worldwide Petromoly, Inc.
1300 Post Oak Boulevard
Suite 1985
Houston, Texas 77056
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated October
1, 1997, relating to the consolidated financial statements of Worldwide
Petromoly, Inc. appearing in the Company's Annual Report on Form 10-KSB for the
year ended June 30, 1997.
We also consent to the reference to us under the caption "Experts" in
the Prospectus.
Houston, Texas
February 9, 1999
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The Board of Directors
Worldwide Petromoly, Inc.
We consent to the use of our report dated August 28, 1998, relating to the
consolidated financial statements of Worldwide Petromoly, Inc. as of June 30,
1998, incorporated by reference in the Registration Statement on Form S-3.
Jackson & Rhodes P.C.
February 10, 1999
Dallas, Texas
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