-----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, PCC09Ti5H07a5h08elEJc6fwoexvqwNcMjo9jpCST23dTsSkNkO6Sx2fUS2nqlCY TKAGeGJUe++1vkB1EcjoCg== /in/edgar/work/0000948830-00-000477/0000948830-00-000477.txt : 20000927 0000948830-00-000477.hdr.sgml : 20000927 ACCESSION NUMBER: 0000948830-00-000477 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000925 EFFECTIVENESS DATE: 20000925 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METEOR INDUSTRIES INC CENTRAL INDEX KEY: 0000912875 STANDARD INDUSTRIAL CLASSIFICATION: [5531 ] IRS NUMBER: 841236619 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-46504 FILM NUMBER: 727834 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 S-8 1 0001.txt As filed with the Securities and Exchange Commission on September 25, 2000 Registration No. 333-_______ U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 METEOR INDUSTRIES, INC. ---------------------------------------------------- Exact name of Registrant as specified in its charter Colorado 84-1236619 - ------------------------------- -------------------------- (State or other Jurisdiction of (I.R.S. Employer Identifi- Incorporation or Organization) cation Number) 1401 Blake Street, Suite 200, Denver, Colorado 80202 ------------------------------------------------------------ (Address of principal executive offices, including Zip Code) 1998 Incentive Equity Plan -------------------------- (Full title of the plan) Edward J. Names, President 1401 Blake Street, Suite 200, Denver, Colorado 80202 (303) 572-1135 ---------------------------------------------------- (Name, address and telephone number, including area code, of agent for service) Copy to: Jon D. Sawyer, Esq. Krys Boyle Freedman & Sawyer, P.C. 600 Seventeenth Street, Suite 2700 S.T. Denver, Colorado 80202 (303) 893-2300 CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------- Amount Proposed Maxi- Proposed Maxi- Amount Title of Securities to be mum Offering mum Aggregate of Regis- to be Registered Registered Price Per Share Offering Price tration - ----------------------------------------------------------------------------- Common Stock, 105,866 $3.0922(1) $327,358.89 $100.00 $.001 Par Value - ----------------------------------------------------------------------------- (1) Based on the exercise prices of the options outstanding under the 1998 Incentive Equity Plan to which this Registration Statement relates. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents previously filed by Meteor Industries, Inc. (the "Company") with the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Exchange Act") are hereby incorporated herein by reference: (1) The Company's Annual Report on Form 10-K for the year ended December 31, 1999. (2) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000. (3) The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000. (4) The Company's Current Report on Form 8-K dated February 9, 2000. (5) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 10 filed pursuant to Section 12 of the Exchange Act filed March 12, 1996 (SEC File No. 0-27968). In addition, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and 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 by reference in this registration statement and to be a 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. The only statute, charter provision, bylaw, contract, or other arrange ment under which any controlling person, Director or Officer of the Company is insured or indemnified in any manner against any liability which he may incur in his capacity as such, is as follows: (a) The Company has the power under the Colorado Business Corporation Act to indemnify any person who was or is a party or is threatened to be made a party to any action, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a Director, Officer, employee, fiduciary, or agent of the Company or was serving at its request in a similar capacity for another entity, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection therewith if he acted in good faith and in a II-1 manner he reasonably believed to be in the best interest of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In case of an action brought by or in the right of the Company, such persons are similarly entitled to indemnification if they acted in good faith and in a manner reasonably believed to be in the best interests of the Company but no indemnification shall be made if such person was adjudged to be liable to the Company for negligence or misconduct in the performance of his duty to the Company unless and to the extent the court in which such action or suit was brought determines upon application that despite the adjudication of liability, in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification. In such event, indemnification is limited to reasonable expenses. Such indemnification is not deemed exclusive of any other rights to which those indemnified may be entitled under the Articles of Incorporation, Bylaws, agreement, vote of shareholders or disinterested directors, or otherwise. (b) The Articles of Incorporation and Bylaws of the Company generally allow indemnification of Officers and Directors to the fullest extent allowed by law. ITEM 7. EXEMPTION FROM REGISTRATION. Not applicable. ITEM 8. EXHIBITS. The following documents are filed as exhibits to this Registration Statement: EXHIBIT NUMBER TITLE 4.1 Articles of Incorporation, as amended (incorporated by reference to Exhibit 2.1 to Registrant's Form 1-A Offering Statement, SEC File No. 24D-3802 SML); 4.2 Bylaws (incorporated by reference to Exhibit 2.2 to Registrant's Form 1-A Offering Statement SEC File No. 24D-3802 SML). 5 Opinion of Krys Boyle Freedman & Sawyer, P.C. regarding the legality of the securities being registered. 23.1 Consent of Krys Boyle Freedman & Sawyer, P.C. (contained in its opinion filed as Exhibit 5); 23.2 Consent of PricewaterhouseCoopers LLP. 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-2 (ii) To reflect in the prospectus any facts or events arising after the effective date of the 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; (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 subparagraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those subparagraphs 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 the 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 of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to Item 6, 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. II-3 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 Denver, State of Colorado, on the 20th day of September, 2000. METEOR INDUSTRIES, INC. By: /s/ Edward J. Names Edward J. Names, President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capaci ties and on the dates indicated. SIGNATURE TITLE DATE /s/ Edward J. Names President, Chief Executive September 20, 2000 Edward J. Names Officer and Director /s/ Richard E. Kisser Chief Financial Officer September 20, 2000 Richard E. Kisser (Principal Financial and Accounting Officer), Secretary, Treasurer and Vice President, Accounting and Finance /s/ Ilyas Chaudhary Director September 20, 2000 Ilyas Chaudhary /s/ Dennis R. Staal Director September 20, 2000 Dennis R. Staal /s/ Irwin Kaufman Director September 20, 2000 Irwin Kaufman /s/ Richard E. Dana Director September 20, 2000 Richard E. Dana EX-5 2 0002.txt KRYS BOYLE FREEDMAN & SAWYER, P.C. Attorneys at Law (303) 893-2300 600 17th Street, Suite 2700 So. FAX (303) 893-2882 Denver, Colorado 80202 September 20, 2000 Meteor Industries, Inc. 1401 Blake Street, Suite 200 Denver, Colorado 80202 Re: SEC Registration Statement on Form S-8 Gentlemen: We are counsel for Meteor Industries, Inc., a Colorado corporation (the "Company") in connection with its registration under the Securities Act of 1933, as amended (the "Act"), of 105,866 shares of common stock which may be issued upon the exercise of options granted under the Company's 1998 Incentive Equity Plan through a Registration Statement on Form S-8 as to which this opinion is a part, to be filed with the Securities and Exchange Commission (the "Commission"). In connection with rendering our opinion as set forth below, we have reviewed and examined originals or copies identified to our satisfaction of the following: (1) Articles of Incorporation of the Company as filed with the Secre tary of State of the State of Colorado, as amended. (2) Minute book containing the written deliberations and resolutions of the Board of Directors and Shareholders of the Company. (3) The Registration Statement. (4) The exhibits to the Registration Statement to be filed with the Commission. We have examined such other documents and records, instruments and certificates of public officials, officers and representatives of the Company, and have made such other investigations as we have deemed necessary or appropriate under the circumstances. Based upon the foregoing and in reliance thereon, it is our opinion that the 105,866 shares of the Company's $.001 par value common stock which may be issued upon the exercise of options under the 1998 Incentive Equity Plan will, upon the purchase, receipt of full payment, issuance and delivery in accordance with the terms of such options, be duly and validly authorized, legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the referenced Registration Statement on Form S-8. Very truly yours, KRYS BOYLE FREEDMAN & SAWYER, P.C. By: /s/ Jon D.Sawyer Jon D. Sawyer EX-23.2 3 0003.txt CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 13, 2000 relating to the financial statements and financial statement schedule, which appears in the Meteor Industries, Inc. Annual Report on Form 10-K for the year ended December 31, 1999. /S/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Denver, Colorado September 20, 2000 -----END PRIVACY-ENHANCED MESSAGE-----