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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EMPLOYEE COMPENSATION AGREEMENT
(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, 1,512,662 shares $0.06 $90,760 $7.35
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
previous three-day bid and asked prices.
=============================================================================
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, 2003; June 30, 2000, 2001, 2002, 2003;
September 30, 2000, 2001, 2002, 2003 and the annual reports for the years ended
December 31, 2000, 2001, and 2002.
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
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.
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 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 4.1)
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 31st day of December,
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 31st day of December, 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 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 4.1)
TYPE: EX-4 OTHERDOC
SEQUENCE: 2
DESCRIPTION: OPINION ON LEGALITY
Law Offices of Neil J. Beller
7408 West Sahara Avenue
Las Vegas, Nevada 89117
(702) 368-7767
December 31, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Nutek, Inc.
Registration Statement on Form S-8
Gentlemen:
We are acting 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 1,512,662 shares
("Shares") of the Company's common stock, par value $.001 per share ("Common
Stock"), which may be issued to employees and management of the Registrant for
services performed under their respective Employment Services Contracts (the
"Employment Services Agreements") in lieu of cash payments, which expense has
been accrued on the books of the company.
We have examined the Employment Agreements 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: 3
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 1,512,662 Shares
of Common stock of Nutek, Inc., under a certain "Employee Compensation
Agreements" with certain employees and officers of Nutek Inc., 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
December 31, 2003