-----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, VSEPnzgesGM1c45RbpIMUDFoSzIKFIkvNnfd3LDGfnNoQ2WQo/1LWCMQ5wNse1La gYcFbcgnijyKCyNMjX4Q5g== 0000948830-96-000221.txt : 19961115 0000948830-96-000221.hdr.sgml : 19961115 ACCESSION NUMBER: 0000948830-96-000221 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19961113 EFFECTIVENESS DATE: 19961113 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: OGDEN MCDONALD & CO CENTRAL INDEX KEY: 0000928375 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841125214 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-16013 FILM NUMBER: 96661046 BUSINESS ADDRESS: STREET 1: 3140-K S PERORIA ST STREET 2: STE 230 CITY: AURORA STATE: CO ZIP: 80014 BUSINESS PHONE: 3037559832 MAIL ADDRESS: STREET 1: 3140-K S PEORIA ST STREET 2: STE 230 CITY: AURORA STATE: CO ZIP: 80014 S-8 1 As filed with the Securities and Exchange Commission on November 13, 1996 Registration No. 333-_______ U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WORLDWIDE PETROMOLY, INC. ---------------------------------------------------- Exact name of Registrant as specified in its charter Colorado 84-7125214 - ------------------------------- -------------------------- (State or other Jurisdiction of (I.R.S. Employer Identifi- Incorporation or Organization) cation Number) 1300 Post Oak Boulevard, 9th Floor, Houston, Texas 77056 ------------------------------------------------------------ (Address of principal executive offices, including Zip Code) 1996 Stock Option Plan ------------------------ (Full title of the plan) Gilbert Gertner, Chief Executive Officer 1300 Post Oak Boulevard, 9th Floor Houston, Texas 77056 (713) 629-8300 (Name, address and telephone number, including area code, of agent for service) Copy to: Jon D. Sawyer, Esq. Jon D. Sawyer, P.C. 1401 Seventeenth Street, Suite 460 Denver, Colorado 80202 (303) 295-2355
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, 3,000,000 $4.3125 $12,937,500 $3,920.45 No Par Value Shares - ----------------------------------------------------------------------------- Based on the exercise price of the options outstanding under the 1996 Stock Option Plan as to 1,500,000 shares and the closing price of the Registrant's Common Stock on November 6, 1996, as reported on the NASD Bulletin Board as to the remaining 1,500,000 shares.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents previously filed by Worldwide Petromoly, 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-KSB for the year ended June 30, 1996. (2) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 10-SB filed pursuant to Section 12 of the Exchange Act (SEC File No. 0-24682). (3) The Company's Current Report on Form 8-K dated July 22, 1996. (4) The Company's Current Report on Form 8-K dated September 19, 1996. 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 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 -2- 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 and Bylaws (Incorporated by reference to Exhibits 2.1 and 2.2 to Registrant's Form 10-SB Registration Statement (No. 0-24682) 4.2 Articles of Amendment to the Articles of Incorporation 5 Opinion of Jon D. Sawyer, P.C. as to the legality of the securities being registered 23.1 Consent of Jon D. Sawyer, P.C. (contained in its opinion filed as Exhibit 5) 23.2 Consent of BDO Seidman, LLP, Certified Public Accountants 23.3 Consent of Kish, Leake & Associates, P.C., Certified Public Accountants 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) 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; -3- (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. -4- 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 Houston, State of Texas, on the 13th day of November 1996. WORLDWIDE PETROMOLY, INC. By/s/ Robert A. Goldberg Robert A. Goldberg, 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/ Robert A. Goldberg President (Chief Execu- November 13, 1996 Robert A.Goldberg tive Officer) and Director /s/ Gilbert Gertner Chairman of the Board, November 13, 1996 Gilbert Gertner and Director /s/ Lance Rosmarin Secretary (Chief Financial November 13, 1996 Lance Rosmarin and Accounting Officer) and Director -5- EX-4.2 2 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF OGDEN MCDONALD & COMPANY CHANGING ITS NAME TO WORLDWIDE PETROMOLY, INC. Pursuant to the provisions of the Colorado Business Corporation Act, the undersigned Corporation adopts the following Articles of Amendment to its Articles of Incorporation: FIRST: The name of the Corporation is OGDEN MCDONALD & COMPANY. SECOND: The following amendments were adopted on September 16, 1996 by the Board of Directors, and on October 11, 1996 by a vote of the Shareholders of the Corporation, in the manner prescribed by the Colorado Business Corporation Act. The number of shares voted for the amendments was sufficient for approval. ARTICLE I - NAME shall be amended to read as follows: "ARTICLE I - NAME The name of the Corporation is WORLDWIDE PETROMOLY, INC." ARTICLE XIII - LIMITATION OF LIABILITY OF DIRECTORS TO CORPORATION AND SHAREHOLDERS shall be added as follows: "ARTICLE XIII - LIMITATION OF LIABILITY OF DIRECTORS TO CORPORATION AND SHAREHOLDERS No Director shall be liable to the Corporation or any shareholder for monetary damages for breach of fiduciary duty as a director, except for any matter in respect of which such director (a) shall be liable under C.R.S. Section 7-108-403 or any amendment thereto or successor provision thereto; (b) shall have breached the director's duty of loyalty to the Corporation or its shareholders; (c) shall have not acted in good faith or, in failing to act, shall not have acted in good faith; (d) shall have acted or failed to act in a manner involving intentional misconduct or a knowing violation of law; or (e) shall have derived an improper personal benefit. Neither the amendment nor repeal of this Article, nor the adoption of any provision in the Articles of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring prior to such amendment, repeal or adoption of an inconsistent provision. This Article shall apply to the full extent now permitted by Colorado law or as may be permitted in the future by changes or enactments in Colorado law, including without limitation C.R.S. Section 7-102-102 and/or C.R.S. Section 7-108-402." THIRD: The manner, if not set forth in such amendments, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendments shall be effected, is as follows: Not applicable. DATED: October 11, 1996 OGDEN MCDONALD & COMPANY (Changing its name to WORLDWIDE PETROMOLY, INC.) By /s/ Gilbert Gertner Gilbert Gertner Chairman of the Board of Directors EX-5 3 JON D. SAWYER, P.C. Attorneys At Law Jon D. Sawyer 1401 Seventeenth Street, Suite 460 (303) 295-2355 James P. Beck Denver, CO 80202 FAX (303) 295-2370 November 13, 1996 Worldwide Petromoly, Inc. 1300 Post Oak Boulevard, 9th Floor Houston, Texas 77056 Re: SEC Registration Statement on Form S-8 Gentlemen: We are counsel for Worldwide Petromoly, Inc., a Colorado corporation (the "Company") in connection with its registration under the Securities Act of 1933, as amended (the "Act"), of 3,000,000 shares of common stock which may be issued upon the exercise of options granted under the Company's 1996 Stock Option 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 Secretary 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 3,000,000 shares of the Company's no par value common stock which may be issued upon the exercise of options under the 1996 Stock Option 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, JON D. SAWYER, P.C. By /s/ Jon D. Sawyer Jon D. Sawyer EX-23.2 4 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Worldwide Petromoly, Inc. Houston, Texas We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated October 4, 1996, relating to the financial statements of Ogden, McDonald & Company (the "Company") for the year ended June 30, 1996; and our report dated May 8, 1996 (except as to Notes 1,2,3 and 7 as to which the date is October 4, 1996), relating to the financial statements of Worldwide Petromoly Corporation for the year ended December 31, 1995; appearing in the Company's Annual Report on Form 10-KSB for the year ended June 30, 1996. We also consent to the reference to us under the caption "Experts" in the Prospectus. /s/ BDO Seidman, LLP BDO SEIDMAN, LLP Houston, Texas November 12, 1996 EX-23.3 5 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Worldwide Petromoly, Inc. Houston, Texas We hereby consent to the incorporation in this Registration Statement of Worldwide Petromoly, Inc. on Form S-8 of our report dated July 25, 1995, relating to the financial statements of Worldwide Petromoly, Inc. appearing in the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1996. We also consent to the reference to us under the caption "Experts" in the Prospectus. /s/ Kish, Leake & Associates, P.C. KISH, LEAKE & ASSOCIATES, P.C. Denver, Colorado November 13, 1996 -----END PRIVACY-ENHANCED MESSAGE-----