SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NUTEK, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 87-0374623
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(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification
No.)
6330 McLeod Drive, Suite 1, Las Vegas NV 89120
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(Address of Principal Executive Offices) (Zip Code)
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LEGAL SERVICES AGREEMENT WITH ATTORNEY, JAMES W. CHRISTIAN
(Full Title of Plan)
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Murray N. Conradie
Chief Executive Officer
6330 McLeod Drive, Suite 1
Las Vegas, Nevada, 89120
(Name and Address of agent for service)
Tel (702) 262-2061
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(Telephone Number, including area code, of agent for service)
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Copy to:
Law Offices of Neil J. Beller
7408 West Sahara Avenue
Las Vegas, Nevada 89117
(702) 368-7767
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER UNIT PRICE FEE (2)
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Common Stock, 1,083,333 shares $0.06 $65,000 $5.98
par value
$.001 per share
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(1) The Offering Price is used solely for purposes of estimating the
registration fee pursuant to Rules 457(c)and 457(h)promulgated pursuant to the
Securities Act of 1933. The Offering Price is estimated as the average of the
bid and asked prices in January 2003.
=============================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. Plan Information.*
ITEM 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Act"), and the Explanatory Note to
Part I of this Registration Statement on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the following documents filed by NUTEK, INC., a
Nevada corporation ("Nutek" or the "Registrant"), with the Securities
and Exchange Commission (the "Commission") are hereby incorporated into
this registration statement ("Registration Statement") by reference:
(i) Registrant's Registration Statement on Form 10-SB filed pursuant
to Section 12(g) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), dated January 24, 2000; and
(ii) Registrant's quarterly reports on Form 10-QSB for the quarters
ended March 31, 2000, 2001, 2002; June 30, 2000, 2001, 2002; September 30,
2000, 2001, 2002 and the annual reports for the years ended December 31,
2000 and December 31, 2001.
All documents filed by us with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the filing
date of this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which registers 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 such
documents. We will provide without charge to each participant in the written
compensation contracts, upon written or oral request of such person, a copy
(without exhibits, unless such exhibits are specifically incorporated by
reference) of any or all of the documents incorporated by reference pursuant to
this Item 3.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Shares being registered herein are being issued to James W. Christian
of Christian, Smith & Jewell, L.L.P., the Registrant's attorney for legal
services to be provided to the Registrant. Neither the Registrant's
Accountants nor any other experts named in the registration statement have
any equity or other interest in the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article XI of the Company's Articles of Incorporation for the Company
do contain provisions for indemnification of the officers and directors;
in addition, Section 78.751 of the Nevada General Corporation Laws
provides as follows: 78.751 Indemnification of officers, directors,
employees and agents; advance of expenses.
1) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation,
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorney's fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with the action, suitor proceeding if he acted in good faith
and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys' fees actually
and reasonably incurred by him in connection with the defense or settlement
of the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals there from, to be liable to
the corporation or for amounts paid in settlement to the corporation, unless
and only to the extent that the court in which the action or suit was brought
or other court of competent jurisdiction determines upon application that
in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, he must be indemnified by
the corporation against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by a
court or advanced pursuant to subsection 5, must be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in
the circumstances. The determination must be made: (a) By the stockholders:
(b) By the board of directors by majority vote of a quorum consisting of
directors who were not parties to act, suit or proceeding; (c) If a majority
vote of a quorum consisting of directors who were not parties to the act, suit
or proceeding so orders, by independent legal counsel in a written opinion;
or (d) If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot to obtained, by independent legal counsel in a
written opinion; or
5. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal, suit or proceeding must be paid
by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount
if it is ultimately determined by a court of competent jurisdiction that
he is not entitled to be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to which
corporate personnel other than the directors or officers may be entitled
under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section: (a) Does not exclude any
other rights to which a person seeking indemnification or advancement of
expenses may be entitled under the articles of incorporation or any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise,
for either an action in his official capacity or an action in another
capacity while holding his office, except that indemnification, unless
ordered by a court pursuant to subsection 2 or for the advancement of
expenses made pursuant to subsection 5, may not be made to or on behalf
of any director or officer if a final adjudication establishes that his
act or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action. (b) Continues
for a person who has ceased to be a director, officer, employee or agent
and endures to the benefit of the heirs, executors and administrators
of such a person.
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 foregoing provisions, 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 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
5
ITEM 8. EXHIBITS
Exhibit No. Description of Exhibits
3.1 Certificate of Incorporation of the Company (filed as
Exhibit 3.a to the Company's Registration Statement on Form
10-SB as filed with the Commission on January 24, 2000).
3.2 Certificate of Amendment of the Certificate of Incorporation
of the Company (filed as Exhibit 3.b to the Company's
Registration Statement on Form 10-SB as filed with the
Commission on January 24, 2000).
3.3 Bylaws of the Company(filed as Exhibit 3.c to the Company's
Registration Statement on Form 10-SB as filed with the
Commission on January 24, 2000).
4.1 Legal Services Contract with James W. Christian dated January 27,
2003 for legal Services. (filed herewith).
5.1 Opinion of Neil J. Beller. (filed herewith).
23.1 Consent of Gary V. Campbell, CPA, Ltd, Certified Public
Accountants (filed herewith).
23.2 Consent of Neil J. Beller. (Included in Exhibit 5.1).
ITEM 9. UNDERTAKINGS
(a) UNDERTAKING TO UPDATE
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
to:
(i) include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) 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 in the
Registration Statement; and
(iii) 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) do not
apply if 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 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") that are incorporated by
reference in the 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.
(b) UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE
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) UNDERTAKING WITH RESPECT TO INDEMNIFICATION
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 foregoing provisions, 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 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.
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 Las Vegas, State of Nevada, on this 27th day of
January, 2003.
NUTEK, INC.
By: /s/ Murray N. Conradie
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Murray N. Conradie
CHIEF EXECUTIVE OFFICER
In accordance with the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in
the capacities indicated and on this 27th day of January, 2003.
SIGNATURE TITLE
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/s/ Murray N. Conradie Chief Executive Officer and Chairman
-------------------------- of the Board (principal executive officer)
Murray N. Conradie
/s/ Jason F. Griffith, CPA Chief Financial Officer and Corporate Secretary
-------------------------- (Principal Financial and Accounting Officer)
Jason F. Griffith, CPA
7
INDEX TO EXHIBITS
Exhibit No. Description of Exhibits
3.1 Certificate of Incorporation of the Company (filed as
Exhibit 3.a to the Company's Registration Statement on Form
10-SB as filed with the Commission on January 24, 2000).
3.2 Certificate of Amendment of the Certificate of Incorporation
of the Company (filed as Exhibit 3.b to the Company's
Registration Statement on Form 10-SB as filed with the
Commission on January 24, 2000).
3.3 Bylaws of the Company(filed as Exhibit 3.c to the Company's
Registration Statement on Form 10-SB as filed with the
Commission on January 24, 2000).
4.1 Legal Services Contract with James W. Christian dated January 27,
2003 for legal Services. (filed herewith).
5.1 Opinion of Neil J. Beller. (filed herewith).
23.1 Consent of Gary V. Campbell, CPA, Ltd, Certified Public
Accountants (filed herewith).
23.2 Consent of Neil J. Beller. (Included in Exhibit 5.1).
TYPE: EX-4 OTHERDOC
DESCRIPTION: LEGAL SERVICES AGREEMENT
Exhibit 4.1
LEGAL SERVICES AGREEMENT
WITH JAMES W. CHRISTIAN
This legal services agreement ("Services Agreement") is made
as of this 27th day of January, 2003, by and between James W. Christian
of Christian, Smith & Jewell, L.L.P., of Houston, Texas ("Consultant")and
NUTEK, INC., 6330 McLeod Drive, Suite 1, Las Vegas, NV 89120, (referred
to herein as the "Company").
The Company's board members have unanimously agreed to retain the services
of James W. Christian of Christian, Smith & Jewell, L.L.P. The Parties hereto,
for good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, hereby agree as follows:
1. Services. The Company shall retain James W. Christian to assist in the
process of shareholders obtaining physical delivery of their shares from various
brokerages and the reconciliation of the Companys issued shares. The
Consultant shall agree to make himself available for the foregoing purposes
and devote such business time and attention thereto as it shall determine is
required.
(certain other services have been omitted from this filing to maintain
client/attorney confidentiality and business strategy confidentiality)
2. Compensation. As compensation for entering into this Services Agreement
and for services rendered James W. Christian shall be issued one million and
eighty three thousand three hundred and thirty three (1,083,333) shares of
the Company's common stock, par value $.001 per share. The stock is to be
issued pursuant to the unanimous consent of the Company's Board of Directors.
The shares shall be issued to James W. Christian and held in a third party
escrow account as a retainer to guarantee payment. Should monthly payments
not be made in cash, Consultant may elect to instruct escrow agent to sell
sufficient shares to cover any shortfalls up to the outstanding amount owed
for that month. The Company hereby agrees to register the shares of common
stock on a Form S-8 registration statement and the Company shall obtain the
requisite opinion letter from its corporate counsel as to the legality of
such registration.
3. Miscellaneous.
3.1 Assignment. This Agreement is not transferable or assignable.
3.2 Execution and Delivery of Agreement. Each of the parties shall
be entitled to rely on delivery by fax transmission of an executed copy of this
agreement by the other party, and acceptance of such fax copies shall create a
valid and binding agreement between the parties.
3.3 Titles. The titles of the sections and subsections of this
agreement are for the convenience of reference only and are not to be
considered in construing this agreement.
3.4 Severability. The invalidity or unenforceability of any
particular provision of this agreement shall not affect or limit the
validity or enforceability of the remaining provisions of this agreement.
3.5 Entire Agreement. This agreement constitutes the entire
agreement and understanding between the parties with respect to the subject
matters herein and supersedes and replaces any prior agreements and
understandings, whether oral or written, between them with respect to such
matters.
3.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above mentioned.
NUTEK, INC.
By: /s/ Murray N. Conradie
----------------------------
Murray N. Conradie, CEO
AGREED AND ACCEPTED
By: /s/ James W. Christian
-----------------------
James W. Christian
Christian, Smith & Jewell, L.L.P
TYPE: EX-5 OTHERDOC
SEQUENCE: 6
DESCRIPTION: OPINION ON LEGALITY
Law Offices of Neil J. Beller
7408 West Sahara Avenue
Las Vegas, Nevada 89117
(702) 368-7767
January 27, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Nutek, Inc.
Registration Statement on Form S-8
Gentlemen:
We have acted as special counsel to Nutek, Inc., a Nevada
corporation (the "Company"), in connection with the preparation
for filing with the Securities and Exchange Commission of a Registration
Statement on Form S-8 ("Registration Statement") under the Securities
Act of 1933, as amended. The Registration Statement relates to the
registration of 1,083,333 shares ("Shares") of the Company's common
stock, par value $.001 per share ("Common Stock"), which may be issued
to James W. Christian of Christian, Smith & Jewell, L.L.P. pursuant
to the Legal Services Contract (the "Legal Services Agreement") dated
January 27, 2003.
We have examined the Service Agreement and such corporate
records, documents, instruments and certificates of the Company, and
have reviewed such other documents as we have deemed relevant under
the circumstances. In such examination, we have assumed without
independent investigation the authenticity of all documents
submitted to us as originals, the genuineness of all signatures, the
legal capacity of all natural persons, and the conformity of any
documents submitted to us as copies to their respective originals. As to
certain questions of fact material to this opinion, we have relied
without independent investigation upon statements or certificates of
public officials and officers of the Company.
Based upon and subject to the foregoing, we are of the opinion that
the Shares, when issued in accordance with the Plans, will be legally
issued, fully paid and non-assessable.
In connection with this opinion, we have examined the Registration
Statement, the Company's Articles of Incorporation and By-laws, and such
other documents as we have deemed necessary to enable us to render the
opinion hereinafter expressed.
We render no opinion as to the laws of any jurisdiction other than the
internal laws of the State of Nevada.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption
"Legal Opinions" in the prospectus included in the Registration Statement.
This opinion is conditioned upon the compliance by the Company
with all applicable provisions of the Securities Act of 1933, as
amended, and such state securities rules, regulations and laws as may be
applicable.
Very truly yours,
/s/ Neil J. Beller
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Neil J. Beller
TYPE: EX-23 OTHERDOC
SEQUENCE: 7
DESCRIPTION: CONSENT OF EXPERTS
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
Gary V.Campbell, CPA, Ltd
To Whom It May Concern:
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) which grants an aggregate of 1,083,333 Shares
of Common stock of Nutek, Inc., under a certain "Compensation Agreement"
with James W. Christian of Christian, Smith & Jewell, L.L.P. and to the
incorporation by reference therein of the consolidated financial statements
of the Company included in its Registration Statement and the quarterly
reports filed with the Securities and Exchange Commission.
/s/ Gary V. Campbell
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Gary V. Campbell, CPA, Ltd
January 27, 2003