-----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, TkgQXJ7LTZR0iO3RcXwYfUCVv0mqsEYUbhmeLXMjUqiNzT9WGoeZIQAYJ/5fY0cH r+qqDOG7/XM8DdCKVvmsLA== 0000948830-01-500043.txt : 20010131 0000948830-01-500043.hdr.sgml : 20010131 ACCESSION NUMBER: 0000948830-01-500043 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010130 EFFECTIVENESS DATE: 20010130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METEOR INDUSTRIES INC CENTRAL INDEX KEY: 0000912875 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 841236619 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-54584 FILM NUMBER: 1518742 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 meteor-s8.txt METEOR S-8 REGISTRATION STATEMENT 1998 IEP As filed with the Securities and Exchange Commission on January 30, 2001 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, 2,394,134 $3.457(1) $8,276,521 $2,069.13 $.001 Par Value(2) - ----------------------------------------------------------------------------- (1) Based on the exercise prices of options outstanding under the 1998 Incentive Equity Plan as to 1,819,578 shares and the average of the bid and ask prices of the Registrant's Common Stock on January 25, 2001, as reported on the Nasdaq SmallCap Market as to the remaining 574,556 shares. (2) This Registration Statement relates to Registration Statement No. 333-46504 and is being filed pursuant to General Instruction E of Form S-8 in order to register additional securities in the same class as other securities for which a registration statement file on this form relating to the same employee benefit plan is effective. On September 25, 2000, the Registrant filed a Registration Statement on Form S-8, Registration Statement No. 333-46504 to register 105,866 shares of common stock, $.001 par value (the "Common Stock") which were issuable under the Registrant's 1998 Incentive Equity Plan (the "Plan"). The contents of Registration Statement No. 333-46504 are incorporated by reference in this Registration Statement. The Registrant is now filing this separate Registration Statement to register an additional 2,394,134 shares of Common Stock which may be issued under the Plan. 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. 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 29th day of January 2001. 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 Jan. 29, 2001 Edward J. Names Officer and Director /s/ Richard E. Kisser Chief Financial Officer Jan. 29, 2001 Richard E. Kisser (Principal Financial and Accounting Officer), Secretary, Treasurer and Vice President, Accounting and Finance /s/ Ilyas Chaudhary Director Jan. 29, 2001 Ilyas Chaudhary /s/ Dennis R. Staal Director Jan. 29, 2001 Dennis R. Staal /s/ Irwin Kaufman Director Jan. 29, 2001 Irwin Kaufman /s/ Richard E. Dana Director Jan. 29, 2001 Richard E. Dana EX-5 2 meteor-5.txt METEOR S-8 REGIS STATE 1998 IEP LEGAL OPINION EXHIBIT 5 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 January 29, 2001 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 2,822,168 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 2,822,168 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 3 meteor-23.txt METEOR S-8 REGIS STATE 1998 IEP AUDITORS CONSENT EXHIBIT 23.2 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 January 16, 2001 -----END PRIVACY-ENHANCED MESSAGE-----