-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TBfGVahWmxD8E4eXh1MaysWrfhaGnyCOaRQ7dmCCqG+JueKltTVU7IK8lchJ+fku yhA8KZd/9ooX4yjmgJ7uag== 0000950005-98-000290.txt : 19980326 0000950005-98-000290.hdr.sgml : 19980326 ACCESSION NUMBER: 0000950005-98-000290 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980325 EFFECTIVENESS DATE: 19980325 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEO PETROLEUM INC CENTRAL INDEX KEY: 0001016275 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 330328958 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-48645 FILM NUMBER: 98573378 BUSINESS ADDRESS: STREET 1: 501 DEEP VALLEY DRIVE STREET 2: SUITE 300 CITY: ROLLING HILLS STATE: CA ZIP: 90274 BUSINESS PHONE: 3102650721 MAIL ADDRESS: STREET 1: 501 DEEP VALLEY DRIVE STREET 2: SUITE 300 CITY: ROLLING HILLS STATE: CA ZIP: 90274 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 23, 1998 FILE NO. 0-20915 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GEO PETROLEUM, INC. ------------------- (Exact Name of Registrant as Specified in its Charter) California 33-0328958 - ---------- ---------- (State or Other Jurisdiction of (IRS Employer ID No.) Incorporation or Organization) 501 Deep Valley Drive, Suite 300 ------------------------------- Rolling Hills Estates, CA 90274 -------------------------- (Address of Principal Executive Offices) Geo Petroleum, Inc. 1998 Consultants' Plan ------------------------------------------ (Full Title of the Plans) Gerald T. Raydon, Chief Executive Officer --------------------------- Geo Petroleum, Inc. ------------------- 501 Deep Valley Drive ------------------------------- Rolling Hills Estates, CA 90274 -------------------------- (Name and Address of Agent for Service) (310) 265-0721 -------------- (Telephone Number, Including Area Code, of Agent for Service) 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 1,500,000 $1.00 $1,500,000 $442.50 TOTAL 1,500,000 $1.00 $1,500,000 $442.50 Pursuant to Rule 457(h)(3), this Registration covers resales of the common stock offered hereby. Calculated pursuant to Rule 457(h)(1) and (3) under the Securities Act of 1933, as amended. The information specified by Items 1 and 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act of 1933 and the introductory Note to Part I of Form S-8. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents previously filed with the Securities and Exchange Commission are incorporated herein by reference: (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996; (b) The Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended March 31, 1997; (c) The Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended June 30, 1997; (d) The Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 1997. (e) The description of the Company's Common Stock contained under the caption Description of Common Equity in its Form 10 Registration Statement (File No. 0-20915, filed June 21, 1996); and all amendments and reports filed for the purpose of updating that description; and (f) All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated herein by reference 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 Counsel rendering an opinion in this matter is the Chief Executive Officer and Chairman of the Board of Directors of the Company and is the owner of approximately 46% of the Common Stock of the Company. Item 6. Indemnification of Directors and Officers As permitted by California law, the bylaws of the Company provide broad rights of indemnification to the officers and directors of the Company. The Articles of Incorporation of the Company provide, in part, that: (a) The liability of directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. (b) The corporation is authorized to provide indemnification of agents, as defined in Section 317 of the California Corporations Code, through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors, or otherwise, which indemnification may be in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code with respect to actions for breaches of duty to the corporation and its shareholders. (c) Any amendment, repeal, or modification of any provision of this Article V shall not adversely affect any right or protection of an agent of this corporation existing at the time of such amendment, repeal or modification. The Bylaws of the Company (Exhibit 3.2 to Form 10-SB) provide for additional indemnification in Article 16 thereof, which is incorporated herein by reference. Item 7. Exemption From Registration Claimed Not applicable. Item 8. Exhibits 3.1 Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit No. 3.1 (a - c) to the Registration Statement on Form 10-SB, which was filed with the Securities and Exchange Commission under No. 0-20915). 3.2 Bylaws of the Company (incorporated by reference to Exhibit No. 3.2 to the Registration Statement on Form 10-SB, which was filed with the Securities and Exchange Commission under No. 0-20915). 5.1 Opinion of Gerald T. Raydon as to the validity of the securities registered hereunder (filed herewith). 10.1 Geo Petroleum, Inc. 1998 Consultants' Stock Plan, as adopted by the Company's Board of Directors (filed herewith). 10.2 Agreement for Consulting Services between the Company and Sayed Consulting, Inc. (filed herewith). 10.3 Consulting Payment Plan between the Company and Rodney C. Hill (filed herewith). 23.1 Consent of Gerald T. Raydon (set forth in the opinion filed as Exhibit 5.1 to this Registration Statement). 23.2 Consent of Ernst & Young, LLP (filed herewith). 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 which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) to include any additional or changed material information on the plan of distribution, provided, however, that paragraphs (A)(1)(i) and (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 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 that 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 Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this 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. 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 provisions described in Item 6 of this registration statement, 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. SIGNATURES In accordance with 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 of filing on Form S-8 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Rolling Hills Estates, State of California on March 23, 1998. Geo Petroleum, Inc. By: \s\ GERALD T. RAYDON - --------------------------- Gerald T. Raydon Chief Executive Officer and Chairman of the Board (Principal Executive Officer) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Gerald T. Raydon, his true and lawful attorney in fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange commission and any state or other securities authority, granting unto each said attorney in fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys in fact and agents, or any of them or their of his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ----- \s\ GERALD T. RAYDON Chairman of the Board March 23, 1998 - -------------------- and Chief Executive Officer Gerald T. Raydon (Principal Executive Officer) \s\ LARRY R. BURROUGHS President and Director - -------------------- Larry R. Burroughs \s\ ALYDA L. RAYDON Director, Chief Financial March 23, 1998 - -------------------- Officer and Secretary Alyda L. Raydon (Principal Financial and Accounting Officer) \s\WILLIAM J. CORCORAN Director March 23, 1998 - -------------------- William J. Corcoran EXHIBIT INDEX Exhibit Number Description 4.1 Articles of Incorporation of the Company, as amended Bylaws of the Company 5.1 Opinion of Gerald T. Raydon, as to the validity of the securities registered hereunder. 10.1 Geo Petroleum, Inc. 1998 Consultants' Stock Plan 10.2 Agreement for Consulting Services between the Company and Sayed Consulting, Inc. 10.3 Consulting Payment Plan between the Company and Rodney C. Hill 23.1 Consent of Gerald T. Raydon (set forth in the opinion filed as Exhibit 5.1 to this Registration Statement). 23.2 Consent of Ernst & Young, LLP EX-10.1 2 1998 CONSULTANTS' STOCK PLAN EXHIBIT 10.1 GEO PETROLEUM, INC. 1998 CONSULTANTS' STOCK PLAN WHEREAS, the Board of Directors of Geo Petroleum, Inc. (the "Corporation") has determined that it is in the interest of the Corporation that this corporation engage consultants for the performance of services which cannot be performed by the employees of the Corporation; and WHEREAS, the Corporation deems it in its best interest to cause its consultants to accept payment for services, in part, in shares of the stock of the Corporation, as determined by the officers of the Corporation; and WHEREAS, the Board of this Corporation desires to institutionalize the practice of offering stock on a limited basis in exchange for services by consultants; NOW THEREFORE, PREMISES CONSIDERED the Board of Directors of the Corporation does hereby formulate and adopt the Geo Petroleum, Inc. 1998 Consultants' Stock Plan, as follows: 1. Name of Plan. This plan may be referred to as the 1998 Consultants' Stock Plan. 2. Recommendation of Officers. From time to time, the officers of this Corporation may recommend to the Board of Directors that certain consultants receive shares of the common stock of the Corporation in exchange for services, in addition to cash or other forms of remuneration. 3. Board Action. Based upon the recommendation of the officers of the Corporation the Board shall from time to time authorize the issuance of options to purchase shares of the common stock of this Corporation at prices which are not less than the reported bid price for the common stock in the market in which such stock is then traded, on the date of the issuance of the options. In addition, based upon such recommendations, the Board shall from time to time authorize the issuance of shares of the common stock in exchange for services rendered to the Corporation, at prices aforesaid. 4. Number of Shares Included. The officers of this Corporation shall not recommend to the Board the issuance of more than 1,000,000 shares of common stock or options to purchase that number of shares, pursuant to this plan. No shares shall be reserved by the Corporation for issuance until agreements for the issuance thereof to consultants have been executed by the Corporation. 5. Permit to be obtained. Promptly after the execution of an agreement with a consultant providing for the issuance of shares or common stock, the Corporation shall endeavor to obtain a permit from the Commissioner of Corporations authorizing such issuance or, if it determines that the issuance is exempt, shall file a notice thereof with the Commissioner. 6. Issuance. Issuance of shares shall be pursuant to a written agreement with the Consultant authorized by action of this Board. EX-10.2 3 AGREEMENT FOR CONSULTING SERVICES EXHIBIT 10.2 SAYED CONSULTING, INC. 1370 S. Valley Vista Drive, Suite 125 Diamond Bar, CA 91765 Phone: 909-860-8333 Fax: 909-860-8024 AGREEMENT FOR CONSULTING SERVICES --------------------------------- Sayed Consulting, Inc. a Nevada Corporation, ("SCI") agrees to provide GEO Petroleum, Inc. ("Company") with the following services commencing December 4, 1997, and lasting for an initial period of twelve (12) months: 1. SCI will review and analyze all aspects of the Company's investment funding needs and make recommendations. 2. SCI will review all of the available general information concerning the Company, as well as all recently published information available relating to the Company's marketing efforts and develop a marketing strategy. 3. SCI will provide the Company feedback from the investment community and formulate steps the Company may consider taking in view of such feedback. 4. SCI personnel will be available to the Company to field any calls from firms and brokers inquiring about the Company. 6. SCI will mail Company materials to potential investors on its marketing lists and any others provided by the Company. 7. SCI will track the prospect responses and make timely recommendations to the Company as to the timing and contents of its future advertising projects. Sayed Consulting, Inc. Agreement for Consulting Services - --------------------------------- Page 2 of 3 PROGRAM GOALS: 1. SCI expects to heighten the public awareness of the existence and merits of the Company. 2. Networking of the brokerage community with a public relations program to produce ongoing and amplified results for the Company. 3. Initiate the use of the most effective methods available for disseminating information about the Company to the investment public. 4. Protect the interests of the Company. 5. Analyze and translate the program results to make recommendations for maximum efficiency in the use of promotional expenditures. COMPENSATION: A. Company will issue pursuant to this Registration Statement and pay to SCI three thousand fully paid, free-trading shares of GOPL common stock per month for its services and non-accountable expenses for the duration of the contract payable by the tenth day of each month. SCI may request Company to reimburse extra-ordinary expenses which may only be incurred upon advance written approval by Company. B. As further consideration for SCI's services, the Company shall sell to SCI up to 500,000 shares of its stock at $2.07 per share, net of all commissions. All sales must be completed on or before December 4, 1998, and all rights of SCI to buy and of Geo to sell said shares shall terminate on said date. Payment for the shares shall be made by delivery of SCI's promissory notes to Geo in amounts equal to the aggregate value of the shares purchased from time to time, together with security agreements executed by SCI as borrower. The notes shall be non-recourse, secured by the stock purchased, pursuant to the terms of the said security agreements. The stock certificates, until they are paid for in cash, shall be subject to restrictions that they are subject to security agreements securing a promissory note and that a forfeiture or foreclosure may be declared in the event of non-payment of the note secured by the stock certificate. C. Each time SCI wishes to sell any of the stock secured by the security agreements, it shall pay to Geo $2.07 for each share to be released from the note and security agreement. Upon receipt of such payment, Geo shall release the shares for which payment has been made. Interest at 8.25% per annum, payable upon the maturity date of each note, shall be payable on the notes, and shall be deemed recourse debt. Each note shall be deemed due and payable upon the earlier of ten days after the date of sale of the stock subject to the note and security agreement, or December 4, 1998. ISSUANCE, COMPLIANCE WITH LAW: The Company will take all necessary steps and file all necessary documents with the appropriate authorities to give effect to the above provisions concerning compensation and shall be responsible for all costs and expenses in this connection. Agreed and accepted by the parties on December 4, 1997. Geo Petroleum, Inc. Sayed Consulting, Inc. - ---------------------------- ------------------------------- Larry R. Burroughs, P. Eng. Waseem A. Sayed, Ph. D. President and COO President Sayed Consulting, Inc. EX-10.3 4 CONSULTING PAYMENT PLAN EXHIBIT 10.3 CONSULTING PAYMENT PLAN This consulting payment plan is dated as of February 1, 1997 and is between Rodney C. Hill, A Professional Corporation, ("Consultant") and Geo Petroleum, Inc., a California corporation, ("Geo") and is made with reference to the following facts: RECITALS: A. Consultant has heretofore rendered legal services to Geo and it is expected that Consultant shall continue to render such services in the future. B. Geo desires that Consultant have an economic state in Geo as consideration for services that Consultant has rendered in the past and for those which Consultant is expected to render in the future, except those services which relate to financing or capital raising activities of Geo. C. Geo desires to preserve its capital and is therefore offering Consultant the ability to exchange fees due for legal services for shares of the common stock, no par value, of Geo. AGREEMENT: 1. No Retainer Agreement. This agreement does not constitute an agreement for the provision of legal services by Consultant. 2. Exchange of Fees for Shares. From time to time Geo will become indebted to Consultant for legal fees and costs incurred in the performance of services to Geo. During the term of this agreement, Consultant may on a monthly basis exchange amounts due it from Geo for shares of the common stock of Geo, no par value, on the exchange basis set forth in paragraph 3. 3. Exchange Basis. The exchange basis shall be the average bid price of the common stock as reported on the OTC Electronic Bulletin Board during the first five trading days of the month during which Consultant elects to effect an exchange. 4. Excluded Items. Consultant shall not be permitted to exchange fees or costs incurred in connection with the offer or sale of securities of Geo in a capital raising transaction. 5. Manner of Exchange. Consultant shall provide Geo with a notice in the form of that attached hereto as Exhibit A prior to the first day of the month during which fees are to be exchanged for common stock. Promptly after the calculation of the number of shares which are to be issued based upon such notice, Geo will cause certificates for the appropriate number of shares to be issued to Consultant. 6. Term. The term of this agreement shall be from the date hereof until December 31, 1998. GEO PETROLEUM, INC. By____________________ RODNEY C. HILL, A PROFESSIONAL CORPORATION By_____________________ EXHIBIT A TO CONSULTING PAYMENT PLAN NOTICE OF ELECTION The undersigned hereby elects to exchange _______________________ dollars ($___________) of fees heretofore billed for shares of common stock of Geo Petroleum, Inc. The valuation date for the exchange shall be the first five trading days of the month of _____________19_. Very truly yours, RODNEY C. HILL, A PROFESSIONAL CORPORATION By___________________________ EX-23.1 5 CONSENT OF GERALD T. RAYDON EXHIBIT 23.1 March 23, 1998 Geo Petroleum, Inc. 501 Deep Valley Drive, Suite 300 Rolling Hills Estates, CA 90274 Re: Registration of Common Stock pursuant to a Registration Statement on Form S-8 Ladies and gentlemen: I have acted as counsel for Geo Petroleum, Inc., a California Corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement on Form S-8 (the "Registration Statement"), of 1,500,000 shares of Common Stock, no par value, of the Company (the "Common Stock"), all of which shares are to be issued in connection with the Company's 1998 CONSULTANTS' STOCK PLAN (the "PLAN"), as further described in the Registration Statement. I have made such inquiries and examined such documents as I have considered necessary or appropriate for the purpose of giving the opinion hereinafter set forth. I have assumed the genuineness and authenticity of all signatures on all original documents, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies and the due authorization, execution, delivery or recordation of all documents where due authorization, execution or recordation are prerequisites to the effectiveness thereof. Based upon the foregoing, having regard for such legal considerations as I deem relevant, and assuming, with respect to the shares of Common Stock issued under the PLAN (i) the availability of a sufficient number of shares of Common Stock authorized by the Company's Articles of Incorporation then in effect, and (ii) no change occurs in applicable law or the pertinent facts, I am of the opinion that the 1,500,000 shares of Common Stock that may be issued and sold by the Company from time to time under the PLAN, will upon issuance and delivery against payment therefor, be duly authorized and legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. By so consenting, I do not thereby admit that our firm's consent is required by Section 7 of the Securities Act. I further advise you that my wife and I are the joint holders of approximately 46% of the outstanding stock of the Company and I am the C.E.O. thereof, all as disclosed in the Registration Statement. Very truly yours, Gerald T. Raydon Attorney for Geo Petroleum, Inc. EX-23.2 6 CONSENT OF ERNST & YOUNG, LLP EXHIBIT 23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1998 Consultants' Stock Plan of Geo Petroleum, Inc. of our report dated March 28, 1997 with respect to the financial statements of Geo Petroleum, Inc. included in its Annual Report (Form 10-KSB) for the year ended December 31, 1996, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Los Angeles, California March 20, 1998 -----END PRIVACY-ENHANCED MESSAGE-----