As Filed: January 27, 1998 SEC File No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FORELAND CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 87-0422812
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
12596 West Bayaud, Suite 300
Lakewood, Colorado 80228-2019
(Address of Principal Executive Offices) (Zip Code)
Employment Options
(Full title of the plan)
N. Thomas Steele, 12596 West Bayaud, Suite 300, Lakewood, Colorado 80228-2019
(Name and address of agent for service)
(303) 988-3122
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered(1) Per Share(2) Price Registration Fee
- ------------------------------ ------------- -------------- ------------------ ----------------
Common Stock, par value $0.001 80,000 $4.00 $320,000 $95
[FN]
(1) There are also registered pursuant to Rule 416 such additional number of
securities as may be issuable under the antidilution provisions of the
plans being registered.
(2) Pursuant to Rule 457(h) of the Securities Act of 1933, as amended, the
proposed maximum offering price per share for the purpose of calculating
the registration fee is the weighted average exercise price per share of
the outstanding and unexercised options.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Foreland Corporation, a Nevada corporation (the
"Company"), pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or the Securities Act of 1933, as amended (the "Securities
Act"), are hereby incorporated by reference in this registration statement:
(1) The annual report on Form 10-K for the fiscal year ended December
31, 1996 (as amended on April 30, 1997, and May 7, 1997).
(2) The quarterly reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997, and September 30, 1997.
(3) The current reports on Form 8-K dated January 13, 1997,
January 22, 1997, February 20, 1997, March 18, 1997, May 2, 1997,
May 12, 1997, September 3, 1997, October 21, 1997, January 6, 1998,
January 9, 1998, and January 14, 1998.
(4) The Proxy Statement related to the 1997 annual meeting of the
Company's stockholders.
(5) The description of the Common Stock of the Company contained in
its registration statement on Form 8-A, file no. 0-14096, as declared
effective February 18, 1986.
All documents filed by the Company pursuant to sections 13(a), 13(c), 14,
and 15(d) of the Exchange Act after the 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 hereby have been sold, or which
deregisters all such securities 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 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The following is a brief summary of certain indemnification provisions of
the Company's articles of incorporation and the general corporation law of the
state of Nevada. This summary is qualified in its entirety by this reference to
the text of the articles of incorporation and the corporate law of the state of
Nevada.
Section 78.037 and 78.751 of the Nevada Revised Statutes and "ARTICLE VII.
INDEMNIFICATION OF DIRECTORS AND OFFICERS" of the Registrant's articles of
incorporation provide for indemnification of the Registrant's directors and
officers in a variety of circumstances, which may include liabilities under the
Securities Act of 1933, as amended. 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.
ITEM 8. EXHIBITS
SEC
Exhibit Reference
No. No. Description Location
- -------- --------- --------------------------------------------------------- ---------------
Item 4. Instruments Defining the Rights of Security Holders
4.01 4 Specimen Common Stock certificate Incorporated by
reference(1)
4.02 4 Articles of Restatement of the Articles of Incorporation Incorporated by
reference(2)
4.03 4 Bylaws Incorporated by
reference(3)
Item 5. Opinion Regarding Legality
5.01 5 Opinion and consent of Kruse, Landa & Maycock, L.L.C., This Filing
regarding legality of Common Stock to be issued
Item 23. Consents of Experts and Counsel
23.01 23 Consent of Kruse, Landa and Maycock, L.L.C., counsel for See Item 5
the Company above
23.02 23 Consent of Hein + Associates LLP, certified public This Filing
accountants
23.03 23 Consent of Malkewicz Hueni Associates, Inc. This Filing
Item 24. Power of Attorney
24.01 24 Power of Attorney This Filing (See
signature page)
[FN]
(1) Incorporated by reference from the Company's registration statement on Form
S-2, SEC file number 33-42828.
(2) Incorporated by reference from the Company's registration statement on Form
S-3, SEC file number 333-37793.
(3) Incorporated by reference from the Company's registration statement on Form
S-1, SEC file number 33-19014.
ITEM 9. UNDERTAKINGS
Post-Effective Amendments [Item 512(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, 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.
Filings Incorporating Subsequent Exchange Act Documents by Reference [Item
512(b)]
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable,
each filing of any employee benefit plan's annual report pursuant to section
15(a) of the Securities Exchange Act of 1934, as amended) 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.
Filing of Registration Statement on Form S-8 [Item 512(h)]
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, 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 of 1933, as amended, 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 of 1933, as amended, and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Lakewood, state of Colorado, on the 23rd day of
January, 1998.
FORELAND CORPORATION
By /s/ N. Thomas Steele
N. Thomas Steele, President
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints N. Thomas Steele and/or Bruce C. Decker, and each
of them, with the power of substitution, as his attorney-in-fact for him, in all
capacities, to sign any amendments to this registration statement and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorney-in-fact or his substitutes may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on this 23rd day of January, 1998.
/s/ N. Thomas Steele
N. Thomas Steele, Director and
President (Principal Executive Officer)
/s/ Grant Steele
Dr. Grant Steele, Director
/s/ Bruce C. Decker
Bruce C. Decker, Director and Vice-
President of Operations (Principal
Financial and Accounting Officer)
Robert D. Gershen, Director
/s/ Lee Brian Van Ramshorst
Lee Brian Van Ramshorst, Director