-----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, O8HUAx/UXmqAW9bXRDutcazqWPMlRWpm7YeTVX8yMlCgVcUSzMUMNsqAtvqT3/+w q60ztPZ/B9PBFA37xwb0DA== 0001090002-02-000025.txt : 20020414 0001090002-02-000025.hdr.sgml : 20020414 ACCESSION NUMBER: 0001090002-02-000025 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020125 EFFECTIVENESS DATE: 20020125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPCO ENERGY INC CENTRAL INDEX KEY: 0000354767 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840846529 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-81366 FILM NUMBER: 02517329 BUSINESS ADDRESS: STREET 1: 2922 EAST CHAPMAN AVENUE STREET 2: SUITE 202 CITY: ORANGE STATE: CA ZIP: 92869 BUSINESS PHONE: 7142888230 MAIL ADDRESS: STREET 1: 216 16TH ST STE 730 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: ALFA RESOURCES INC DATE OF NAME CHANGE: 19920703 S-8 1 cps8102.txt FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on January 25, 2002 File Number 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAPCO ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 84-0846529 (State or Other Jurisdiction of (IRS Employer ID No.) Incorporation or Organization) 2922 E. Chapman, Ste. 202 Orange, California 92869 (Address of Principal Executive Offices) BUSINESS CONSULTING CONTRACTS (Full Title of the Plans) Dennis R. Staal Chief Financial Officer 2922 E. Chapman, Ste. 202 Orange, California 92869 (Name and Address of Agent for Service) (714) 288-8230 (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Amount of Securities to Amount to be Offering Price Aggregate Registration be Registered Registered Per Share Offering Price Fee (1) - -------------------------------------------------------------------------------- Options/Common 500,000 $0.93 $ 465,000.00 $111.13 Stock Options/Common 600,000 $1.15 $ 690,000.00 $164.91 Stock Options/Common 150,000 $1.75 $ 262,500.00 $ 62.74 Stock Common Stock 150,000 $0.73 $ 109,500.00 $ 26.17 - -------------------------------------------------------------------------------- Total 1,400,000 N/A $1,527,000.00 $364.95 - -------------------------------------------------------------------------------- (1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as amended. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. Plan Information.* ITEM 2. Registrant Information and Employee Plan Annual Information.* - ------------- * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the registration statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. Incorporation of Documents by Reference. The following documents previously filed by Capco Energy, Inc. (the "Company") 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, 2000; (b) All other reports of the Company filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of the fiscal year covered by the report described in (a) above; (c) The Company's Registration Statement number 2-73529 in which there is described the terms, rights and provisions applicable to the Company's outstanding Common Stock, and all amendments and reports filed for the purpose of updating that description; and (d) All documents subsequently filed by the Company pursuant to Sections 13 (a), 13 (c), 14 and 15 (d) of the Securities and 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 deregisters 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. Not applicable. 3 ITEM 6. Indemnification of Directors and Officers. Section 7-109-101, et seq., of the Colorado Business Corporation Act generally provides that a Corporation may indemnify its directors, officers, employees, fiduciaries and agents against liabilities and reasonable expenses incurred in connection with any threatened, pending, or completed action, suit or proceeding, whether formal or informal (a "Proceeding"), by reason of being or having been a director, officer, employee, fiduciary or agent of the corporation, if such person acted in good faith and reasonably believed that his conduct, in his official capacity, was in the best interests of the corporation, and in all other cases his conduct was at least not opposed to the corporation's best interests. In the case of a criminal proceeding, the director, officer, employee, fiduciary or agent must have no reasonable cause to believe his conduct was unlawful. Under Colorado Law, the corporation may not indemnify a director, officer, employee, fiduciary or agent in connection with a Proceeding by or in the right of the corporation if the director is adjudged liable to the corporation, or in a Proceeding in which the director, officer, employee or agent is adjudged liable for an improper personal benefit. The Company's Article of Incorporation and By-Laws provide that the Company shall indemnify its officers and directors to the full extent permitted by the law. The indemnification provisions in the Company's By-Laws are substantially similar to the provisions of Section 7-109-101, et seq. The Company has entered into agreements to provide indemnification for the Company's directors and certain officers consistent with the Company's Articles of Incorporation and By-Laws. ITEM 7. Exemption from Registration Claimed. Not applicable. 4 ITEM 8. Exhibits. Exhibit Number Title - ------- ----- 4.1 Articles of Incorporation of the Company (filed as Exhibit 4 to the Company's Registration Statement number 2-73529, and all amendments and reports filed for the purpose of updating the description of the Articles of Incorporation). 4.2 By-Laws of the Company (filed as Exhibit 5 to the Company's Registration Statement number 2-73529, and all amendments and reports filed for the purpose of updating the description of the By-Laws). 5 Opinion of William J. Hickey, Esq., as to the validity of the Securities registered hereunder. 10.1 Business Consulting Contract with Sayed Consulting, Inc. 10.2 First Amended Business Consulting Contract with Sayed Consulting, Inc. 23.1 Consent of William J. Hickey, Esq.(set forth in the opinion filed as Exhibit 5 to this Registration Statement). 23.2 Consent of Stonefield Josephson, Inc. Certified Public Accountants. 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 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. 5 (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 this registration statement shall be deemed to be a new registration statement related 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) The undersigned Registrant hereby undertakes that, 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. 6 SIGNATURE 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 of filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, in the city of Orange, State of California on January 24, 2002. CAPCO ENERGY INC. /s/ Ilyas M. Chaudhary By:------------------------- Ilyas M Chaudhary President and Chief Executive Officer Pursuant to 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. Signatures Title Date ---------- ----- ---- /s/ Ilyas Chaudhary Chairman of the Board, January 24, 2002 - - -------------------- President and Chief Ilyas Chaudhary Executive Officer (Principal Executive Officer) /s/ Dennis R. Staal Chief Financial Officer January 24, 2002 - - -------------------- (Principal Financial and Dennis R. Staal Accounting Officer) /s/ Irwin M. Kaufman Director January 24, 2002 - - -------------------- Irwin M. Kaufman /s/ William J. Hickey Director January 24, 2002 - - --------------------- William J. Hickey /s/ Paul Hayes Director January 24, 2002 - - --------------------- Paul Hayes 7 EXHIBIT INDEX The following Exhibits are filed as part of this registration statement pursuant to Item 601 of Regulation S-B and are specifically incorporated herein by this reference: Exhibit Number In Registration Statement Description - ---------------- ------------------------------- 4.1 Articles of Incorporation of the Company (filed as Exhibit 4 to the Company's Registration Statement number 2-73529, and all amendments and reports filed for the purpose of updating the description of the Articles of Incorporation). 4.2 By-Laws of the Company (filed as Exhibit 5 to the Company's Registration Statement number 2-73529, and all amendments and reports filed for the purpose of updating the description of the By-Laws). 5 Opinion of William J. Hickey, Esq., as to the validity of the Securities registered hereunder. 10.1 Business Consulting Contract with Sayed Consulting, Inc. 10.2 First Amended Business Consulting Contract with Sayed Consulting, Inc. 23.1 Consent of William J. Hickey, Esq.(set forth in the opinion filed as Exhibit 5 to this Registration Statement). 23.2 Consent of Stonefield Josephson, Inc. Certified Public Accountants. 8 EX-5 3 ex5.txt OPINION OF WM J. HICKEY RE VALIDITY EXHIBIT 5 WILLIAM J. HICKEY, ESQ. LAWYER 100 Sunrise Way, Suite 430 Palm Springs, California 92262 Tel. (760) 320-7659 Fax (760) 320-7880 E-mail- w-hickey@msn.com January 3, 2002 Via Facsimile (714) 288-8240 & USPS Capco Energy, Inc. 2922 E. Chapman, Ste.202 Orange, CA 92869 RE: Capco Energy, Inc. Registration Statement on Form S-8 At your request, I have acted as counsel to Capco Energy, Inc., a Colorado corporation (the "Company"), and are familiar with the proceedings and documents relating to the proposed registration by the Company, through a Registration Statement on Form S-8 (the "Registration Statement"), to be filed by the Company with the Securities and Exchange Commission, of (i) options to acquire 1,250,000 shares of Common Stock of the Company (the "Options") and (ii) 150,000 shares of Common Stock of the Company (collectively, the "Shares"). The Options and the Shares are to be issued to Sayed Consulting, Inc. pursuant to Business Consulting Contracts (as amended through the date hereof) between the Company and Sayed Consulting, Inc. For the purposes of rendering this opinion, I have examined originals and photocopies of certified copies of such corporate records, agreements and other documents of the Company as I have deemed relevant and necessary as a basis for the opinion hereinafter set forth. In my examination, I have assumed the genuineness of all signatures, the authenticity, accuracy and completeness of the documents submitted to as originals, and the conformity with the original documents of all documents submitted to me as copies. My examination was limited to the following documents and no others: 1. Certificate of Incorporation of the Company, as amended to date; 2. By-Laws of the Company, as amended to date; 3. Resolutions adopted by the Board of Directors of the Company authorizing the Agreements and the issuance of the Shares; and 4. The Business Consulting Contracts described above. I have not undertaken, nor do I intend to undertake, any independent investigation beyond such documents and records, or to verify the adequacy or accuracy of such documents and records. Based on the foregoing, I am of the opinion that the Shares, when issued and paid for, will be duly authorized, validly issued, fully paid and non-assessable. The opinion set forth herein is based upon my review of Section 7-106-202 of Title 7 of the Colorado Revised Statutes as now in effect. I express no opinion as to any other laws of the State of Colorado or the laws of any other jurisdiction. The information set forth herein is as of the date of this letter. I disclaim any undertaking to advise you of changes which may be brought to my attention after the effective date of the Registration Statement. I consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ William J.Hickey, Esq. -------------------------- William J. Hickey, Esq. EX-10.1 4 ex101.txt BUSINESS CONSULTING CONTRACT EXHIBIT 10.1 BUSINESS CONSULTING CONTRACT 4-20-01 TO: Dr Waseem Sayed Sayed Consulting Inc 2400Ridgeway Dr Suit 409 Chino Hill, CA 91709 Dear Dr Waseem Sayed, Based upon our various conversations Capco Energy Inc. (Capco) agrees to retain the services of Sayed Consulting Inc. (SCI) for providing certain public relations services to the Company. The terms of the contract and the services provided are specified hereinbelow: 1. The services of SCI shall be retained for a period of five years commencing 5-1-01(Effective date). and ending 4-31-06.(Termination Date) 2. The services shall include public relations on behalf of the Company, the shareholders letter, news releases, increasing the market makers and seeking investment banking sources to enable the Company to fund its ongoing projects. 3. Dr Waseem Sayed as the President of SCI shall be reporting to the CEO of Capco. It is anticipated that all public relations efforts of Capco to be carried out by SCI. 4. Capco shall pay a monthly consulting fee of $5,000 plus non-accountable expenses of $2000/month, which shall include local auto expense, telephone, computer and other miscellaneous office expenses. In addition Capco shall reimburse all other accountable expenses which are undertaken by SCI and are subject to Capco's approval. 5. So long the contract is full force by July 31 2001, Capco shall grant an options to SCI to acquire 350,000 shares of Capco at $1.00/per share expiring September 30th 2001. In addition so long as the contract is still in full force by September 30th 2001 and the previous options have been exercised then Capco shall grant an additional options to SCI to acquire 500,000 share of Capco at $1.50 per share expiring April 30 2002. 6. Either party can terminate this contract by giving a notice of 2 weeks to the other party. Capco's obligation in the event of termination by Capco shall be to pay all the unpaid but approved expenses and three months consulting fees. Capco's obligation in the event of termination by SCI shall only be the approved expenses and prorate consulting fees to the date of termination. If the above terms are acceptable then please execute a copy and forward to my attention by 4-30-01. Sincerely yours, Accepted: /s/ Ilyas Chaudhary /s/ Waseem Sayed - ------------------- ---------------- Ilyas Chaudhary Waseem Sayed President Capco Energy Inc. EX-10.2 5 ex102.txt FIRST AMENDED BUSINESS CONSULTING CONTRACT EXHIBIT 10.2 FIRST AMENDED BUSINESS CONSULTING CONTRACT 11-1-01 TO: Dr Waseem Sayed Sayed Consulting Inc 2400Ridgeway Dr Suit 409 Chino Hill, CA 91709 Dear Dr Waseem Sayed: Based upon our various conversations Capco Energy Inc. (Capco) agrees to substitute the agreement executed between Capco and Sayed Consulting Inc (SCI) as of 4-20-01, herein referred to as "The Agreement" and this First Amended Agreement herein referred to as the "Amended Agreement". The terms and conditions of the Amended Agreement are as follows: 1. SCI shall be retained to provide the marketing and financial services to Capco on a continuous basis until 12-31-02 or any other date the parties chose on a mutual consent basis. 2. The services shall include but not limited to: Investor relations with current shareholders, effective dissemination of the Company's message to the financial community, news releases and other related activities as directed by Capco. 3. SCI shall also provide assistance to list the Company on a major exchange. 4. Capco shall pay a consulting fee amounting to $3000 monthly and $2000(upon exercise of options as described herein below) plus non-accountable expenses of $2000/month, which shall include local auto expense, telephone, computer and other miscellaneous office expenses. In addition Capco shall reimburse all other accountable expenses in relations to travel out of Location, which is undertaken by SCI, which are approved by Capco. 5. In Consideration for the services provided and in addition of the cash disbursement as provided for herein above, Capco shall provide 150,000 paid shares of Capco stock (Delivered already) and grant options to SCI to acquire 500,000 shares of Capco at $0.93/per share expiring March 31st 02 and additional options to acquire 600,000 shares of Capco at $1.15/share expiring 6-30-02. In addition so long as the contract is in force by December 31st 2002 and all the previous options have been exercised then Capco shall grant an additional options to SCI to acquire 150,000 share of Capco at $1.75 per share expiring March 31, 2003 or within 90 days of the termination of the Amended Agreement which ever is later. 6. Either party can terminate this contract by giving a notice of 2 weeks to the other party. Capco's obligation in the event of termination by either part shall be to pay all the unpaid but approved expenses and consulting fees up to the date of termination. 7. Upon the Execution of the Amended Agreement, all the terms of the Agreement as well as any other written and verbal agreement(s) shall be void. If the above terms are acceptable then please execute a copy and forward to my attention by 11-06-01. Sincerely yours, Accepted: /s/ Ilyas Chaudhary /s/ Waseem Sayed - ------------------- ---------------- Ilyas Chaudhary Waseem Sayed President Capco Energy Inc. EX-23.2 6 ex232.txt CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 (File No. 333- ) of our report dated March 20, 2001, on our audit of the consolidated financial statements of Capco Energy, Inc. as of December 31, 2000 and for the year then ended. /s/ Stonefield Josephson, Inc. - ------------------------------ Stonefield Josephson, Inc. Santa Monica, California January 22, 2002 -----END PRIVACY-ENHANCED MESSAGE-----