-----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, At+K38/ZeLaAecqhQKfM07hX15f8NFJi/2xOEObLwL5rigpuD2OAlaTzzGc/AwIN PJHq1xORaFgoPUSL+nAqLg== 0000949459-96-000260.txt : 19961224 0000949459-96-000260.hdr.sgml : 19961224 ACCESSION NUMBER: 0000949459-96-000260 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961223 EFFECTIVENESS DATE: 19961223 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-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-18621 FILM NUMBER: 96685112 BUSINESS ADDRESS: STREET 1: 401 EAST FOURTH STREET CITY: RENO STATE: NV ZIP: 89512 BUSINESS PHONE: 7027867979 S-8 1 NEVADA ENERGY COMPANY, INC. As filed with the Securities and Exchange Commission on December 23, 1996 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEVADA ENERGY COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 84-0897771 (State or other jurisdiction) (I.R.S. Employer Identification No.) of Incorporation or organization) 1187 Coast Village Road #1-381 Santa Barbara, CA 93108 (Address of principal executive offices) Consulting/Compensation Plan (Full title of plan) Kevin J. Quinn 11400 W. Olympic Blvd. 2nd Floor Los Angeles, Ca 90405 (Name of address of agent for service) (213) 680-9900 (telephone number, including area code, of agent for service) Page one of 13 pages contained in the sequential numbering system. The Exhibit order may be found at page 7. COPIES TO: Kevin J. Quinn Stefan N. Tevis, President 11400 W. Olympic Blvd., 2nd Floor Nevada Energy Company, Inc. Los Angeles, Ca 90064 1187 Coast Village Road #1-381 Santa Barbara, CA 93101 CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of Maximum Maximum Securities To Amount To Offering Price Aggregate Amount of Be Registered Be Registered(1) Per Share(3) Offering Price(3) Registration Fee - ------------- ---------------- ------------ ----------------- ---------- - ------ Class A 2,500,000 $0.25 $625,000 $189.39 Common Stock
(1) Pursuant to Rule 416, the number of shares being registered shall be adjusted to include any additional shares of Common Stock that may become issuable as a result of stock splits, stock dividends, or similar transactions in accordance with anti-dilution provisions of stock options, and anti-dilution adjustments to the amount of Common Stock shares issuable pursuant to stock options exercised thereafter. (2) Represents 2,500,000 to be issued pursuant to the informal consulting/compensation plan of Registrant and includes re-offers of such shares. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 (c) and (h), based upon the average of the bid and asked price of the Common Stock Shares on December 20, 1996. ================================================================================ 2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Item 1. Plan information Omitted as permitted. Item 2. Registrant information and Employee Plan Annual Information. Not Applicable PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed with the Securities and Exchange Commission (the "Commission") by Nevada Energy Company, Inc. (the "Company") are incorporated herein by reference: (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended February 29, 1996 filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"). (b) All other reports filed by the Company pursuant to Section 13(a) or 15 (d) of the Securities Exchange Act since the end of the Company's fiscal year ended February 29, 1996. All reports or other documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to incorporated by reference herein and to be a part hereof from the respective dates of filing of such reports or documents. Item 4. Description of Securities. Not applicable. Item 5. Interest of Names Experts and Counsel. Not applicable Item 6. Indemnification of Directors and Officers. Not applicable. Item 7. Exemption from Registration Claimed. Not applicable. 3 Item 8. Exhibits 5 Opinion and Consent of Kevin J. Quinn 23.1 Consent of Kevin J. Quinn (Included in Exhibit 5) 23.2 Consent of Kafoury, Armstrong & Company 24 Power of Attorney (page 6 of this Registration Statement) 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, as amended (the "Securities Act") (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 the registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to information required to be included in a post-effective amendment by those paragraphs which are contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act, 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. 4 (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this 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 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions of Item 6 of this registration statement, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities 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 Securities 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 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 Santa Barbara, California, on December 20, 1996. NEVADA ENERGY COMPANY, INC. By: \s\ Stefan N. Tevis -------------------- Stefan N. Tevis Chairman of the Board and Chief Executive Officer We the undersigned, directors and officers of Nevada Energy Company, Inc., do hereby constitute and appoint Stefan N. Tevis and Kenton H. Bowers, or either of them, acting individually, as our true and lawful attorneys and agents to do any and all acts and things in our name and on behalf, in our capacities indicated below which said attorneys and agents, or any one of them, may deem necessary or advisable to enable said corporation to comply with the Securities and Exchange Commission, in connection with this Registration statement, or amendment thereto, including specifically, but without limitation, power and authority to sign for us or any of us in our names and in our capacities indicated below, any and all amendments (including post-effective amendments) hereof and we do hereby ratify and confirm all that the said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement or amendment thereto has been signed below by the following persons in the capacities and on the dates indicated. \s\ Stefan Tevis Chief Executive Officer and December 20, 1996 - ---------------------------- Director (Principal Executive Stefan N. Tevis Officer) \s\ Ken Bowers Vice-President Finance December 20, 1996 - ---------------------------- (Chief Financial Officer) Kenton H. Bowers \s\ Charles A. Cain Chairman of the Board, December 20, 1996 - ---------------------------- Director Charles A. Cain \s\ Peter J. Cannell Director December 20, 1996 - ---------------------------- Peter J. Cannell 6 INDEX TO EXHIBITS EXHIBIT PAGE - ------- ---- 5 Opinion and Consent of Kevin J. Quinn................................8 23.1 Consent of Kevin J. Quinn (Included in Exhibit 5)....................8 23.2 Consent of Kafoury, Armstrong & Company..............................9 24 Power of Attorney (page 6 of this Registration Statement)............6 99 Prospectus..........................................................10 7 EX-5 2 EXHIBIT 5 - OPINION AND CONSENT OF KEVIN J. QUINN Kevin J. Quinn A Professional Corporation 11400 W. Olympic Boulevard Second Floor Los Angeles, California 90064-1544 Telephone (310) 914-0161 Fax (310) 914-0162 December 17, 1996 Nevada Energy Company, Inc. 510 Castillo Street Santa Barbara, Ca 93101 Re: Registration Statement on Form S-8 Gentlemen: At your request, we have examined the Registration Statement, on Form S-8 together with exhibits thereto, to be filed by you relating to the registration of 2,500,000 shares of Class A Common Stock, par value $.001 peer share (the "Common Stock") issuable in connection with Nevada Energy Company, Inc., a Delaware corporation (the "Company") Consulting/Compensation plan. We are familiar with the proceedings taken and to be taken by the Company in connection with the issuance of shares of Common Stock under the Plan and the authorization of such issuance thereunder, and have examined such documents and such questions of law and fact as we have deemed necessary in order to express the opinion hereinafter stated. Based on the foregoing it is our opinion that the shares of Class A Common Stock of the Company to be issued pursuant to such plan have been duly authorized, and that such Common Stock, when issued in accordance with the terms of the plan will be legally and valid issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement. Very truly yours, /s/ Kevin J. Quinn - --------------------- Kevin J. Quinn 8 EX-23 3 EXHIBIT 23.2 - CONSENT OF ACCOUNTANTS EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the inclusion in this Registration Statement on Form S-8 of our report dated may 31, 1996, on our audit of the consolidated financial statements and schedules of Nevada Energy Company, Inc. (the "company"), included in the Company's Form 10-KSB for the fiscal year ended February 29, 1996, which report is incorporated by reference herein. /s/ Kafoury, Armstrong & Company - -------------------------------- Kafoury, Armstrong & Company Date: December 23, 1996 9 EX-99 4 EXHIBIT 99 - PROSPECTUS PROSPECTUS This document constitutes part of a Prospectus covering securities that have been registered under the Securities Act of 1933. NEVADA ENERGY COMPANY, INC. 2,500,000 of Class A Common Stock THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOT HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NEVADA ENERGY COMPANY, INC. CONSULTING/COMPENSATION PLAN Ordinary Shares of Nevada Energy Company, Inc. (the "Company") covered by this Prospectus may be issued from time to time to consultants and professionals ("Selling Shareholders") pursuant to the Consulting/Compensation Plan ("Plan"). THIS PROSPECTUS MAY NOT BE USED FOR REOFFERS OR RESALE'S OF ORDINARY SHARES ACQUIRED HEREUNDER. AN "AFFILIATE" OF THE COMPANY, AS DEFINED IN RULE 405 OF THE GENERAL RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, MAY PUBLICLY REOFFER OR RESELL ORDINARY SHARES ACQUIRED HEREUNDER ONLY PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION SUCH AS PROVIDED IN RULE 144 UNDER THE SECURITIES ACT OF 1933. A BENEFICIAL OWNER OF MORE THAN 10% OF THE ORDINARY SHARES OF THE COMPANY SHOULD CONSIDER THE APPLICABILITY OF SECTIONS 16(a) AND 16(b) OF THE SECURITIES EXCHANGE ACT OF 1934 IN CONNECTION WITH THE ACQUISITION AND THE DISPOSITION OF THE ORDINARY SHARES OF THE COMPANY ACQUIRED PURSUANT TO THE PLAN. IT IS ADVISABLE FOR SELLING SHAREHOLDERS TO CONSULT WITH LEGAL COUNSEL CONCERNING THE SECURITIES AND TAX LAW IMPLICATIONS OF THE ACQUISITION OF SHARES UNDER THE PLAN OR THE DISPOSITION OF SUCH SHARES. The date of this Prospectus is December 23, 1996. 10 The Selling Shareholders may offer the Ordinary Shares from time to time in negotiated transactions in the over-the-counter market, at fixed prices which may be changed from time to time, at market prices prevailing at the time of the sale, at prices related to such prevailing market prices or at negotiated prices. The Selling Shareholders may effect such transactions by selling the Ordinary Shares to or through securities broker/dealers, and such broker/dealers may receive compensation in the form of discounts, concessions, or commissions from the Selling Shareholders and/or the purchasers of the Ordinary Shares from whom such broker/dealers may act as agent or to whom they sell as principal, or both (which compensation as to a particular broker/dealer might be in excess of customary commissions). See "Selling Shareholders" and "Plan of Distribution") The Company will not receive any of the proceeds from the sale of the Ordinary Shares by the Selling Shareholders. The Company has agreed to bear all expenses of this Offering, other than underwriting discounts, selling commissions and fees and expenses of counsel and other advisers to the Selling Shareholders. AVAILABLE INFORMATION The Company is subject to the information requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information concerning the Company can be inspected and copies at Room 1024 of the Commission's office at 450 Fifth Street, N.W., Washington, D.C. 20549, and the Commission's Regional Offices in New York (26 Federal Plaza, New York, New York 10278), and Chicago (Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661-2511), and copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W. Washington, D.C. 20549, at prescribed rates. This Prospectus does not contain all information set forth in the Registration Statement of which this Prospectus forms a part and exhibits thereto which the Company has filed with the Commission under the Securities Act and to which reference is hereby made. The Company periodically sends annual reports to its shareholders. The Company's annual reports include the Company's financial independent certified public Accountants. DOCUMENTS INCORPORATED BY REFERENCE The Company will provide, without charge, to each person to whom a copy of the Prospectus is delivered, including any beneficial owner, upon the written or oral request of such person, a copy of any or all of the documents less such exhibits are specifically incorporated by reference into this Prospectus). Requests should be directed to: Nevada Energy Company, Inc. 1187 Coast Village Road, # 1-381 Santa Barbara, CA 93108 Tel: (805) 884-8350 11 The following documents filed with the Commission by the Company (Commission File No. 1-12836) are hereby incorporated by reference into this Prospectus: The Company's Annual Report on Form 10-KSB for the year ending February 29, 1996, and all documents filed with the Commission by the Company pursuant to Sections 13(a), 13(c) 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering registered hereby shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of the filing of such documents. Any reference herein shall be deemed to be modified or superseded fro the purposes of this Prospectus to the extent that a statement contained herein modifies or supersedes such statement. Such statement so modified or superseded shall not be deemed, except as so modified or superseded to constitute a part of this Prospectus. USE OF PROCEEDS All of the shares offered by this Prospectus are being offered by an owner of the Company's Ordinary Shares (the Selling Shareholders) and were issued by the Company as payment for services rendered. None of the proceeds from this Offering will be received by the Company. Expenses expected to be incurred by the Company in connection with this offering are estimated to be approximately $25,000. The Selling Shareholders will pay all commission and other compensation to any securities broker/dealers through which he sells any of the Ordinary Shares SELLING SHAREHOLDERS The Company may issue up to 2,500,000 shares of its Class A Common Stock to the Selling Shareholders as payment for services provided to the Company. The Company has filed a Form S-8 registration statement under the Securities Act of 1933, of which this Prospectus forms a part with respect to the resale in the market or in privately negotiated transactions. PLAN OF DISTRIBUTION The Selling Shareholders may sell the Shares offered by this Prospectus from time to time in negotiated transactions in the over-the-counter market at fixed prices which may be changed from time to time, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Selling Shareholders may effect such transactions by selling the Ordinary Shares to or through broker/dealers, and such brokers commissions from the Selling Shareholders and/or the purchasers of the Ordinary Shares for whom such broker/dealers may act as agent or to whom they may sell, as principal, or both (which compensation as to a particular broker/dealer may be in excess of customary compensation). The Selling Shareholder and any broker/dealers who act in connection with the sale of the Ordinary Shares hereunder may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act of 1933, and any commissions received by them and profit on any resale of the Ordinary Shares as principal might be deemed to be underwriting discounts and commissions under the Securities Act of 1933. 12 The Company has advised the Selling Shareholders that they and any securities broker/dealers or other who may be deemed to be statutory underwriters will be subject to the Prospectus delivery requirements under the Securities Act of 1933. The Company has also advised the Selling Shareholders that in the event of a "distribution" of the shares owned by the Selling Shareholders, such Selling Shareholders, any "affiliated purchasers", and any broker/dealer or other person who participates in such distribution may be subject to Rule 10b-6 under the Securities Exchange Act of 1934 until their participation in that distribution is completed. A "distribution" as defined in Rule 10b-6 as an offering of securities "that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence of special selling efforts and selling methods". The Company has also advised the Selling Shareholders that Rule 10b-7 under the 1934 Act prohibits any "stabilizing bid" or "stabilizing purchase" for the purpose of pegging, fixing or stabilizing the price of the Ordinary Shares in connection with this offering. Rule 10b-6 makes it unlawful for any person who is participating in a distribution to bid for or purchase stock of the same class as is the subject of the distribution. If Rule 10b-6 applies to the offer and sale of any of the Ordinary Shares, then participating broker/dealers will be obligated to cease market-making activities nine business days prior to their participation in the offer and sale of such Ordinary Shares and may not recommence market-making activities until their participation in the distribution has been completed. If Rule 10b-6 applies to one or more of the principal market-makers in the Company's, the market price of such stock could be adversely affected. RESTRICTIONS ON RESALE OF COMMON STOCK Ordinary Shares acquired under the Plan by an affiliate may be resold only pursuant to the registration requirements of Securities Act of 1933, Rule 144, or another applicable exemption therefrom. Generally, sales of securities, including Ordinary Shares of the Company (including the Ordinary Shares acquired pursuant to the Plan) by a beneficial owner of more tan 10% of the Ordinary Shares may give rise to the right of the Company to recapture any profit from such transactions pursuant to Section 16(b) of the Securities Exchange Act of 1934. It is advisable for Selling Shareholders to consult with legal counsel concerning the securities law implications of the acquisition of Ordinary Shares under the Plan and the disposition of such shares. REGISTRANT INFORMATION All documents that are incorporated by reference into the Registration Statement of which this Prospectus forms a part are hereby incorporated by reference into this Prospectus. The information contained in this Prospectus may be supplemented or updated from time to time by means of appendices, prospectus supplements, post-effective amendments or a combination of such means. In addition, as described above certain documents filed with the Commission by the Company are incorporated by reference into this Prospectus. 13 -----END PRIVACY-ENHANCED MESSAGE-----