Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SULPHCO, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 88-0222729
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1650 Meadow Wood Lane
Reno, Nevada 89502
(Address of principal executive offices; zip code)
CONSULTANT NON-QUALIFIED
STOCK OPTION AGREEMENT
(Full title of the plan)
Rudolph W. Gunnerman
Chairman of the Board
1650 Meadow Wood Lane
Reno, Nevada 89502
(775) 829-1310
(Name, address and telephone number,
including area code, of agent for service)
Copy to:
Andrew J. Beck, Esq.
Torys
237 Park Avenue
New York, New York 10017
Approximate date of proposed sale to the public:
As soon as practicable after the
Registration Statement becomes effective
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CALCULATION OF REGISTRATION FEE
========================================== ===================== ===================== ===================== =================
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate offering Amount of
Securities to be registered registered per share (1) price (1) registration fee
- ------------------------------------------ --------------------- --------------------- --------------------- -----------------
Common Stock ($.001 par value) 2,758,620 $0.725 $1,999,999.50 $500
========================================== ===================== ===================== ===================== =================
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3...Incorporation of Documents by Reference.
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The Registrant hereby states that the documents listed in (a)
through (g) below are incorporated by reference in this Registration Statement
and all documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
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.
(a) The Registrant's Annual Report on Form 10-KSB, as amended, for the year
ended December 31, 2000.
(b The Registrant's Quarterly Report on Form 10-QSB, as amended, for the
quarter ended March 31, 2001.
(c) The Registrant's Quarterly Report on Form 10-QSB, as amended, for the
quarter ended June 30, 2001.
(d) The Registrant's Current Report on Form 8-K filed on June 1, 2001.
(e) The Registrant's Current Report on Form 8-K filed on April 17, 2001.
(f) The Registrant's Current Report on Form 8-K/A filed on February 14,
2001.
(g) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 10-SB, as amended, filed on November
18, 1999.
Item 4...Description of Securities.
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Not applicable.
Item 5...Interests of Named Experts and Counsel.
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Not applicable.
Item 6...Indemnification of Directors and Officers.
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Section 78.751 of the Nevada General Corporation Law allows
the Registrant to indemnify any person who was or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding by
reason of the fact that he or she is or was a director, officer, employee or
agent of the Registrant or is or was serving at the request of the Registrant as
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a director, officer, employee or agent of any corporation, partnership, joint
venture, trust or other enterprise. The Registrant may advance expenses in
connection with defending any such proceeding, provided the indemnitee
undertakes to pay any such amounts if it is later determined that such person
was not entitled to be indemnified by the Registrant.
Item 7...Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8...Exhibits.
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The Exhibits required to be filed as part of this Registration
Statement are listed in the attached Index to Exhibits.
Item 9...Undertakings.
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The undersigned Registrant hereby undertakes, except as
otherwise specifically provided in the rules of the Securities and Exchange
Commission promulgated under the Securities Act of 1933:
(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 hereof) 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 (1)(i) and (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 section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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; and
(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.
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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 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.
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,
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.
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POWER OF ATTORNEY
The Registrant and each person whose signature appears below
hereby appoints each of Rudolph W. Gunnerman and Paul C. Knauff as
attorneys-in-fact with full power of substitution, severally, to execute in the
name and on behalf of the Registrant and each such person, individually and in
each capacity stated below, one or more amendments to this Registration
Statement as the attorney-in-fact acting in the premises deems appropriate and
to file any such amendment to this Registration Statement with the Securities
and Exchange Commission.
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 Reno and State of Nevada on the 6th day of
September, 2001.
SULPHCO, INC.
By: /s/ Rudolph W. Gunnerman
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Rudolph W. Gunnerman
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ President, Chief Executive September __, 2001
- ------------------------------------ Officer and Director
Stan McLelland
/s/ Paul C. Knauff Chief Financial Officer and September 5, 2001
- ------------------------------------ Principal Accounting Officer
Paul C. Knauff
/s/ Rudolph W. Gunnerman Chairman of the Board September 5, 2001
- ------------------------------- and Director
Rudolph W. Gunnerman
/s/ Director September __, 2001
- ------------------------------------
Mark T. Cullen
/s/ Harry Holman Director September 5, 2001
- ------------------------------------
Harry Holman
/s/ Director September __, 2001
- ------------------------------------
Joseph W. Sutton
/s/ Alexander H. Walker, Jr. Director September 5, 2001
- ----------------------------
Alexander H. Walker, Jr.
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CONSENT OF COUNSEL
The consent of Torys is contained in their opinion filed as
Exhibit 5 to this Registration Statement.
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CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 25, 2001 except for Note 16 which
is dated June 13, 2001 relating to the consolidated financial statements of
Sulphco, Inc. (formerly Filmworld, Inc.) and Subsidiary as of December 31, 2000
and for the year then ended.
/s/ TANNER + CO.
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TANNER + CO.
Salt Lake City, Utah
September 5, 2001
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INDEX TO EXHIBITS
Number Description of Exhibit Page
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4 Non-Qualified Stock Option Agreement 9
5 Opinion of Torys 14
23(i) Consent of Tanner & Co., Independent Auditors (See "Consent of --
Independent Auditors" in the Registration Statement)
23(ii) Consent of Torys (contained in Exhibit 5) --
24 Power of Attorney (see "Power of Attorney" in the Registration --
Statement)
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