-----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, EMHU8H/3w60BTyoiNKbjNPD0LW4AZjaarx6hk1oT2c/MMqaTdDg5VYepE2EEgbKg ljHtgc8hfRNur+Cupt4qWg== 0001015402-99-000139.txt : 19990212 0001015402-99-000139.hdr.sgml : 19990212 ACCESSION NUMBER: 0001015402-99-000139 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990211 EFFECTIVENESS DATE: 19990211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLDWIDE PETROMOLY INC CENTRAL INDEX KEY: 0000928375 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 847125214 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-72163 FILM NUMBER: 99530767 BUSINESS ADDRESS: STREET 1: 1300 POST OAK BOULEVARD STREET 2: SUITE 1985 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7138925823 MAIL ADDRESS: STREET 1: 1300 POST OAK BOULEVARD STREET 2: SUITE 1985 CITY: HOUSTON STATE: TX ZIP: 77085 FORMER COMPANY: FORMER CONFORMED NAME: OGDEN MCDONALD & CO DATE OF NAME CHANGE: 19940812 S-8 1 As filed with the Securities and Exchange Commission on February ____, 1999 Registration No. ____ _______________________________________________________________________________ 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 issuer as specified in its charter) Colorado 84-7125214 (State of incorporation (I.R.S. Employer or organization) Identification No.) 1300 Post Oak Boulevard, Suite 1985, Houston, Texas 77056 (Address of principal executive offices) Consulting Services Plan and Agreement (Full title of the plan) ___________________________ Gilbert Gertner Chief Executive Officer Worldwide Petromoly, Inc. 1300 Post Oak Boulevard, Suite 1985 Houston, Texas 77056 (713) 892-5823 (Name, address and telephone number, including area code, of agent for service) ____________________________ Copy to: Robert D. Axelrod Axelrod, Smith & Kirshbaum 5300 Memorial Drive, Suite 700 Houston, Texas 77007 ______________________________ 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 Title of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registration registered registered per share(*) price(*) fee - -------------------- --------------- ------------- ------------ ------------ Common stock, 700,000 shares $ 1.50 $ 1,050,000 $ 291.90 no par value, underlying options _______________________________________________________________________________ * Estimated pursuant to Rule 457 of the Securities Act of 1933, as amended, solely for purposes of calculating the registration fee. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which have been filed with the Securities and Exchange Commission (the "Commission") by Worldwide Petromoly Inc. (the "Company"), are incorporated herein by reference and made a part hereof: (a) the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1998; and (b) all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since June 30, 1998. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 herein and to be part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS. It is the position of the Securities and Exchange Commission (the "Commission") that indemnification against liabilities for violations under the federal securities laws, rules and regulations is against public policy. See subparagraph (c) of Item 9 below. The only statute, charter provision, bylaw, contract, or other arrangement 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 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 proceedings, 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 2 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. The foregoing discussion of the Company's Articles and of the Colorado Business Corporation Act is not intended to be exhaustive and is qualified in its entirety by such Articles and statutes, respectively. ITEM 8. EXHIBITS. The following is a list of exhibits filed as part of the Registration Statement: Exhibit Number Description of Exhibit - -------------- ---------------------- 5 Opinion of Axelrod, Smith & Kirshbaum 23(i) Consent of Axelrod, Smith & Kirshbaum. See Exhibit 5. 23(ii) Consent of BDO Seidman, LLP. 23(iii) Consent of Jackson & Rhodes, P.C. ITEM 9. UNDERTAKINGS. The undersigned registrant hereby undertakes: A. (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 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 this registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that paragraphs (a) (i) and (a) (ii) above do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference in the Registration Statement. 3 (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 Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 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 the foregoing provisions, or otherwise, that 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 of 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 February 9, 1999. WORLDWIDE PETROMOLY, INC. By: /s/ Gilbert Gertner ------------------------ Gilbert Gertner, Director and Chairman of the Board 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: Signature Title Date - --------- ----- ---- /s/ Gilbert Gertner Director February 9, 1999 --------------- Gilbert Gertner and Chairman of the Board /s/ Lance Rosmarin Director, President, Secretary and February 9, 1999 -------------- Lance Rosmarin Chief Financial and Accounting Officer /s/ Norton Cooper Director February 9, 1999 ------------- Norton Cooper 5 EX-5 2 AXELROD, SMITH & KIRSHBAUM An Association of Professional Corporations ATTORNEYS AT LAW 5300 Memorial Drive, Suite 700 Houston, Texas 77007-8292 Telephone (713) 861-1996 Robert D. Axelrod, P.C. Facsimile (713) 552-0202 February 9, 1999 Mr. Gilbert Gertner Worldwide Petromoly, Inc. 1300 Post Oak Boulevard, Suite 1985 Houston, Texas 77056 Dear Mr. Gertner: As counsel for Worldwide Petromoly, Inc., a Colorado corporation ("Company"), you have requested our firm to render this opinion in connection with the registration statement of the Company on Form S-8 ("Registration Statement") under the Securities Act of 1933, as amended (the "Act"), filed with the Securities and Exchange Commission relating to the registration of the issuance of up to 500,000 shares of common stock, no par value per share (the "Common Stock"), to be issued to consultants to the Company, pursuant to a Consulting Services Plan and Agreement dated February 9, 1999 ("Consulting Agreement") between the Company and the consultants. We are familiar with the Registration Statement and the registration contemplated thereby. In giving this opinion, we have reviewed the Registration Statement and such other documents and certificates of public officials and of officers of the Company with respect to the accuracy of the factual matters contained therein as we have felt necessary or appropriate in order to render the opinions expressed herein. In making our examination, we have assumed the genuineness of all signatures, the authenticity of all documents presented to us as originals, the conformity to original documents of all documents presented to us as copies thereof, and the authenticity of the original documents from which any such copies were made, which assumptions we have not independently verified. Based upon the foregoing, we are of the opinion that: 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado; and 6 2. The shares of Common Stock to be issued are validly authorized and, when issued and delivered in accordance with the terms of the Consulting Agreement, will be validly issued, fully paid and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference in the Registration Statement to Axelrod, Smith, & Kirshbaum under the heading "Exhibits-Opinion." Very truly yours, /s/ Axelrod, Smith & Kirshbaum 7 EX-23.2 3 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Worldwide Petromoly, Inc. 1300 Post Oak Boulevard Suite 1985 Houston, Texas 77056 We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated October 1, 1997, relating to the consolidated financial statements of Worldwide Petromoly, Inc. appearing in the Company's Annual Report on Form 10-KSB for the year ended June 30, 1997. We also consent to the reference to us under the caption "Experts" in the Prospectus. Houston, Texas February 9, 1999 EX-23.3 4 The Board of Directors Worldwide Petromoly, Inc. We consent to the use of our report dated August 28, 1998, relating to the consolidated financial statements of Worldwide Petromoly, Inc. as of June 30, 1998, incorporated by reference in the Registration Statement on Form S-3. Jackson & Rhodes P.C. February 10, 1999 Dallas, Texas -----END PRIVACY-ENHANCED MESSAGE-----