-----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, LvGjZLVyAs4YwUn3T9XOItNj8UAsd65JmYN9Fu1PXkp28Fueu6JWGfqY+g6ffHfF fe1kLRbOm5eyU9vmtf/ULQ== 0000912057-96-018055.txt : 19960816 0000912057-96-018055.hdr.sgml : 19960816 ACCESSION NUMBER: 0000912057-96-018055 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960815 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEVADA ENERGY COMPANY INC CENTRAL INDEX KEY: 0000712803 STANDARD INDUSTRIAL CLASSIFICATION: STEAM & AIR CONDITIONING SUPPLY [4961] IRS NUMBER: 840897771 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-08887 FILM NUMBER: 96616278 BUSINESS ADDRESS: STREET 1: 401 EAST FOURTH STREET CITY: RENO STATE: NV ZIP: 89512 BUSINESS PHONE: 7027867979 S-3/A 1 S-3/A As filed with the Securities and Exchange Commission on August 15, 1996 Registration No. 333-7513 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMENDMENT NO. 1 AMENDMENT TO PART TWO ______________ NEVADA ENERGY COMPANY, INC. (Exact name of registrant as specified in its charter) DELAWARE 84-0897771 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 401 E. FOURTH STREET RENO, NEVADA 89512 (702) 786-7979 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) JEFFREY E. ANTISDEL, PRESIDENT NEVADA ENERGY COMPANY, INC. 401 E. FOURTH STREET RENO, NEVADA 89512 (702) 786-7979 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy To: WALTER & HAVERFIELD ATTN: VAN P. CARTER, ESQ. 50 PUBLIC SQUARE SUITE 1300 CLEVELAND, OHIO 44113 (216) 781-1212 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement. ______________________ If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] 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 maximum maximum Title of each class Amount offering aggregate Amount of of securities to to be price per offering registration be registered registered unit(1) price(1) fee - ---------------------------------------------------------------------------------------------- Class A Common Stock, $.001 par value 9,194,282 Shares $1.2498601 $11,492,845.00 $3963.05 - ----------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee. This amount was calculated in accordance with Rule 457(c) based upon the average of the high and low prices for the Class A Common Stock on the NASDAQ Small Cap Market on July 24, 1996. _______________________ The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ITEM 16. EXHIBITS. EXHIBIT NUMBER - ------- 3(i)* Articles of Incorporation of Munson Geothermal, Inc. (the Company's former name) incorporated herein by reference to the Exhibits to NEC's Registration Statement on Form S-18 (File No. 23-84206-D). 3(i)* Certificate of Amendment to Certificate of Incorporation of Munson Geothermal, Inc. (the Company's former name) to change name to Nevada Energy, Inc., dated December 3, 1990, incorporated herein by reference to the Exhibits to the Company's Form 10-K for the fiscal year ended February 29, 1992. 3(i)* Certificate of Amendment to Certificate of Incorporation of the Company to effect one for four reverse stock split, dated June 25, 1992, incorporated herein by reference to the Exhibits to the Company's Form 10-K for the fiscal year ended February 28, 1993. 3(i)* By-Laws of the Company incorporated by reference to the Exhibits to the Company's Registration Statement on Form S-18 (File No. 23-84206- D). 4* Registrant's Form 10-QSB for the three month period ending November 30, 1995. 4* Registrant's Form 10-KSB for the fiscal year ending February 29, 1996. 4* Registrant's Form 10-QSB for the three month period ending May 31, 1996. 4* Registrant's Forms 8-K dated March 15, 1996, May 1, 1996 and June 21, 1996. 4* Registrant's Proxy Statement filed pursuant to Section 14 of the Securities Exchange Act of 1934 for the Annual Meeting of Shareholders to be held on August 16, 1996. 4* All other reports, if any, filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year ended February 28, 1995. 5 Opinion of Richard A. Cascarilla, Esq., Corporate Secretary and General Counsel of NEC. 23.1 Consent of Richard A. Cascarilla, Esq., Corporate Secretary and General Counsel of NEC (included in Exhibit 5). 23.2 Consent of Kafoury, Armstrong & Company, independent public accountants for NEC. 24 Power of Attorney (See Signature Page to this Registration Statement) - -------------------- * All exhibits so marked are hereby incorporated by reference. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, NEC Company, the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Reno, and State of Nevada on the 15th day of August, 1996. NEVADA ENERGY COMPANY, INC. (Registrant) By: /s/ Jeffrey E. Antisdel --------------------------------- Jeffrey E. Antisdel, President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENCE that each person whose signature appears below constitutes and appoints Jeffrey E. Antisdel and Kenton H. Bowers, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution 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 other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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. II-3 Date: August 15, 1996 By: /s/ Jeffrey E. Antisdel ---------------------- ------------------------------- Jeffrey E. Antisdel, President and Chief Executive Officer Date: August 15, 1996 By: /s/ Kenton H. Bowers ---------------------- ------------------------------- Kenton H. Bowers, Controller Date: August 15, 1996 By: /s/ Charles Cain ---------------------- ------------------------------- Charles Cain Director Date: August 15, 1996 By: /s/ Peter Cannell ---------------------- ------------------------------- Peter Cannell Director Date: August 15, 1996 By: /s/ John C. Gould ---------------------- ------------------------------- John C. Gould Director II-4 EX-5 2 EXHIBIT 5 EXHIBIT 5 & EXHIBIT 23.1 August 13, 1996 Board of Directors Nevada Energy Company, Inc. 401 E. Fourth Street Reno, Nevada 89512 RE: REGISTRATION STATEMENT ON FORM S-3 ---------------------------------- Gentlemen: I have acted as counsel for Nevada Energy Company, Inc. (the "Company") in connection with the Registration Statement on Form S-3/A (the "Registration Statement"). The Company proposes to file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to (a) the proposed sale by certain shareholders of the Company of 5,436,663 issued and outstanding shares of the Company's Class A Common Stock, $.001 par value per share (the "Shares"), as described in the Registration Statement and (b) the proposed issuance of 3,757,619 Shares upon conversion of the Series A Preferred Shares. In connection with the filing of the Registration Statement, I am of the opinion that: 1. The Company is duly organized and validly existing under the laws of the State of Delaware. 2. The Shares when issued are duly authorized, validly issued, fully paid and nonassessable. I further consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the statement made in reference to me under the caption "Legal Matters" in the Prospectus which is made a part of the Registration Statement. Very truly yours, /s/ RICHARD A. CASCARILLA - ---------------------------------- Richard A. Cascarilla Corporate Secretary and General Counsel EX-23.2 3 EXHIBIT 23.2 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT The Board of Directors of Nevada Energy Company, Inc. We consent to the incorporation by reference in this Registration Statement of Nevada Energy Company, Inc. on Form S-3/A of our report dated May 31, 1996 appearing in the Annual Report on Form 10-KSB of Nevada Energy Company, Inc. for the year ended February 29, 1996 and to the reference to us under the heading "Experts" in the Prospectus which is a part of this Registration Statement. KAFOURY, ARMSTRONG & CO. /s/ KAFOURY, ARMSTRONG & CO. - ---------------------------------------- Kafoury, Armstrong & Co. Reno, Nevada August 13, 1996 -----END PRIVACY-ENHANCED MESSAGE-----