-----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, JyS2DyvXBAQn3UgbCon/1E3gUKt92WPSEpBbMjLZlay1KwiSp5Oo+Ilj604tinBE Ogpk0O62CtAgvTp1KW5RrQ== 0001090002-04-000036.txt : 20040211 0001090002-04-000036.hdr.sgml : 20040211 20040211134735 ACCESSION NUMBER: 0001090002-04-000036 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20040211 EFFECTIVENESS DATE: 20040211 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: 333-112693 FILM NUMBER: 04585358 BUSINESS ADDRESS: STREET 1: 1401 BLAKE STREET STREET 2: SUITE 200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3035721135 MAIL ADDRESS: STREET 1: 1401 BLAKE STREET STREET 2: SUITE 200 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: ALFA RESOURCES INC DATE OF NAME CHANGE: 19920703 S-8 1 cps8204.txt REGISTRATION STATEMENT ON FORM S-8 As filed with the Securities and Exchange Commission on February 11, 2004 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) 12241 Newport Avenue, Suite 221 Santa Ana, California 92705 (Address of Principal Executive Offices) CONSULTING AGREEMENT (Full Title of the Plans) Ilyas Chaudhary Chief Financial Officer 12241 Newport Avenue, Suite 221 Santa Ana, California 92705 (Name and Address of Agent for Service) (714) 734-6876 (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 600,000 $0.2025 $121,500.00 $15.39 Stock - ------------------------------------------------------------------------------- (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, 2002; (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. 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. 3 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. 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 Consulting Agreement with Lawrence I. Kravetz. 10.2 Amendment to Consulting Agreement 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; 4 (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 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. 5 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 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 Santa Ana, State of California on February 11, 2004. CAPCO ENERGY INC. By: /s/ Ilyas Chaudhary ------------------------- Ilyas 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, February 11, 2004 - --------------------- President and Chief Ilyas Chaudhary Executive Officer (Principal Executive Officer) /s/ Ilyas Chaudhary Chief Financial Officer February 11, 2004 - --------------------- (Principal Financial and Ilyas Chaudhary Accounting Officer) /s/ William J. Hickey Director February 11, 2004 - ---------------------- William J. Hickey /s/ Paul Hayes Director February 11, 2004 - ---------------------- Paul Hayes /s/ Irwin M. Kaufman Director February 11, 2004 - --------------------- Irwin M. Kaufman /s/ Dennis Staal Director February 11, 2004 - --------------------- Dennis Staal 6 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 Consulting Agreement between the Registrant and Lawrence I. Kravetz. 10.2 Amendment to Consulting Agreement between the Registrant and Lawrence I. Kravetz. 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. 7 EX-5 3 cpex51.txt OPINION OF WILLIAM J. HICKEY, ESQ., AS TO THE VALIDITY OF THE SECURITIES REGISTERED EXHIBIT 5 WILLIAM J. HICKEY, ESQ. LAWYER 100 Sunrise Way, Suite 430 Palm Springs, California 92262 Tel. (760) 320-7659 Fax (760) 320-7880 February 5, 2004 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 am 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 options to acquire 600,000 shares of Common Stock of the Company (the "Options"), the Options are to be issued to Lawrence I, Kravetz ("Kravetz") pursuant to the Stock Option Agreement between the Company and Kravetz.. 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 me 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; 4. Consulting Agreement; 5. Amendment to Consulting Agreement 6. 1999 Incentive Equity Plan. 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. 8 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 --------------------- William J. Hickey, Esq. WJH/st 9 EX-10.1 4 cpex101.txt CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND LAWRENCE I. KRAVETZ EXHIBIT 10.1 January 31, 2002 CONSULTING AGREEMENT This Agreement (this "Agreement") is entered into as of January 2, 2003, by and between Capco Energy, Inc. ("Company") having as its principal place of business located at 1401 Blake Street, Denver Colorado 80202 and Lawrence I. Kravetz an individual , having as his principal place of business located at 7825 Fay Avenue La Jolla , California 92037, ("Consultant"). The parties hereto agree as follows: 1. ENGAGEMENT. Company hereby engages Consultant and Consultant hereby agrees to hold itself available to render, and to render at the request of Company, independent financial, advisory and consulting services for Company and its affiliates, to the best of its ability, upon the terms and conditions hereinafter set forth. 2. TERM. The term of this Agreement shall begin as of the date of this Agreement and shall terminate six (6) months from the date first entered above unless terminated or extended by the parties named above by written notice sent to the address identified in Paragraph 10 below. 3. COMPENSATION. As compensation for all services rendered by Consultant under this Agreement, Company shall pay Consultant the following sums: During the term of this Agreement Company shall (1) pay to Consultant $2,500 upon signing this agreement, (2) pay to consultant the sum of $2,500 per month thereafter commencing February 1, 2003 and continuing until this agreement expires. All such compensation shall be payable without deduction. In addition to the cash Company shall grant to consultant an Option to purchase 300,0000 common shares of the company's stock at $0.81 per share said option agreement to be valid for three (3) years from the date this agreement is executed by the parties. Company agrees to register said shares as S-8 shares immediately upon execution of the stock option agreement by Consultant. Company shall be responsible for drafting the option agreement. Said agreement shall be completed and presented to Consultant no later than 5:00 P.M. Pacific Time on January 15, 2003. 4. DUTIES. Consultant shall hold itself available to render, and shall render at the request of Company from time to time, consulting and strategic planning for the Company. Consultant shall render such services conscientiously and shall devote its efforts and abilities thereto, at such times during the term hereof, and in such manner, as Company and Company shall mutually agree, it being acknowledged that Consultant's services shall be non-exclusive and performed at such places and at such times as are reasonably convenient to Consultant. Consultant shall observe all policies and directives promulgated from time to time by Company's Board of Directors or Officers. 10 5. EXPENSES. Consultant shall be reimbursed by Company for all reasonable business expenses which are deductible by Company for U.S. Federal income tax purposes and which were incurred by Consultant during the performance of its services hereunder; provided, any such reimbursement in excess of $1,000 in any month, shall require Company's prior written approval. Company's obligation to reimburse Consultant pursuant to this subparagraph shall be subject to the presentation to Company by Consultant of an itemized account of such expenditures, together with supporting vouchers, in accordance with Company's policies as in effect from time to time. 6. INDEPENDENT CONTRACTOR. It is expressly agreed that Consultant is acting as an independent contractor in performing its services hereunder. 7. DISCLOSURE OF INFORMATION. Consultant shall not disclose or appropriate to its own use, or to the use of any third party, at any time during or subsequent to the term of this Agreement, any secret or confidential information of Company or any of Company's affiliates or subsidiaries of which Consultant has been or hereafter becomes informed, whether or not developed by Consultant, including, but not limited to, information pertaining to customer lists, services, methods, processes, prices, profits, contract terms or operating procedures, except as required in connection with Consultant's performance of this Agreement, or as required by a governmental authority. Company shall have the right to obtain injunctive relief, without bond, for violation of the terms of this paragraph and the terms of this paragraph shall survive the term of this Agreement. 8. ASSIGNMENT. This Agreement is a personal one, being entered into in reliance upon and in consideration of the skill and qualifications of Consultant. Consultant shall therefore not voluntarily or by operation of law assign or otherwise transfer the obligations incurred on its part pursuant to the terms of this Agreement without the prior written consent of Company. Any attempted assignment or transfer by Consultant of its obligation without such consent shall be wholly void. 9. MODIFICATION OF AGREEMENT. This Agreement may be modified by the parties hereto only by a written supplemental agreement executed by both parties. 10. NOTICE. Any notice required or permitted to be given hereunder shall be sufficient if in writing, and if sent by registered or certified mail, postage prepaid, addressed as follows: IF TO CONSULTANT: IF TO COMPANY: - ---------------- ------------- Lawrence I. Kravetz Capco Energy, Inc. 7825 Fey Avenue 1401 Blake Street La Jolla, CA 92037 Denver Colorado 80202 Attention: Lawrence I. Kravetz Attention: Ilyas Chaudhary or to such other address as the parties hereto may specify, in writing, from time to time. 11 11. WAIVER OF BREACH. The waiver by either party of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. 12. TITLES. The titles of the Sections herein are for convenience of reference only and are not to be considered in construing this Agreement. 13. GOVERNING LAW. This Agreement has been executed and delivered in the State of California, and its interpretation, validity, and performance shall be construed and enforced in accordance with the laws of such State without reference to its statutes regarding conflict of laws. 14. ENTIRE AGREEMENT. This Agreement contains the entire contract of the parties with respect to the subject matter hereof and supercedes all agreements and understandings between the parties concerning the subject matter hereof. Executed, as of the date first above written. Lawrence I. Kravetz CAPCO ENERGY /s/ Lawrence I. Kravetz By /s/ Ilyas Chaudhary - ----------------------- ------------------- Lawrence I. Kravetz Ilyas Chaudhary President 12 EX-10.2 5 cpex102.txt AMENDMENT TO CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND LAWRENCE I. KRAVETZ EXHIBIT 10.2 CAPCO ENERGY, Inc. 2922 East Chapman Avenue Orange, CA 92889 March 31, 2003 To: Larry Kravetz From: Ilyas Chaudhary (Initialed "IC") Re Public Relations Contract. This is to confirm our understanding that Capco Energy Inc. (Capco) shall terminate the current public relations contract effective as 3-31-03 and is subject to the following; 1. A final payment of $2500 to be made before 1st April 03. as a final payment. 2. The options shall be reduced to 150,000* shares of Capco. All other conditions shall remain as per the agreement. 3. Any future financing arrangement shall be based upon prior approval of the management of Capco. If this is your understanding also then please execute and forward copy to us. Accepted /s/ Lawrence I Kravetz ----------------------- Lawrence I. Kravetz *NOTE: EFFECTIVE 12.31.03, REGISTRANT'S COMMON STOCK WAS FORWARD SPLIT ON A 4 FOR 1 BASIS RESULTING IN AN OPTION FOR 600,000 SHARES OF THE REGISTRANT'S NEW COMMON STOCK. 13 EX-23.1 6 cpex232.txt CONSENT OF STONEFIELD JOSEPHSON, INC., CERTIFIED PUBLIC 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 April 9, 2003, on our audits of the consolidated financial statements of Capco Energy, Inc. as of December 31, 2002, and for the two years then ended. /s/ Stonefield Josephson, Inc. - ------------------------------ Stonefield Josephson, Inc. Santa Monica, California February 6, 2004 14 -----END PRIVACY-ENHANCED MESSAGE-----