AS FILED:December 13, 2002 SEC FILE NO. 000-25843
U.S. SECURITIES AND EXCHANGE COMMISSION
REGISTRATION STATEMENT
ON
FORM S-8
UNDER THE SECURITIES ACT OF 1933
SCIENTIFIC ENERGY, INC.
(Exact name of registrant as specified in its charter)
NEVADA 87-0570975
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
630 NORTH 400 WEST
SALT LAKE CITY, UTAH 84103
(Address of Principal Executive Offices) (Zip Code)
SUPPLEMENTAL EMPLOYMENT AGREEMENT-PRESIDENT AND DIRECTOR
SUPPLEMENTAL EMPLOYMENT AGREEMENT-SECRETARY / TREASURER AND DIRECTOR
SUPPLEMENTAL EMPLOYMENT AGREEMENT-DIRECTOR
(Full title of the plan)
TODD B. CROSLAND
630 NORTH 400 WEST
SALT LAKE CITY, UT 84103
(Name and address of agent for service)
(801) 359-2410
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
========================================= ============== ==================== ==================== =================
Proposed
Amount to be Proposed Maximum
Title of securities Registered maximum offering Aggregate offering Amount of
to be registered price per price Registration fee
share(1)(2)
- ----------------------------------------- -------------- -------------------- -------------------- -----------------
common stock, $0.001 par value per 8,000,000 $0.01 $80,000 $7.36
share ("Common Stock")
========================================= ============== ==================== ==================== =================
(1) Pursuant to rules 457(h) and 457(c) of the Securities Act of 1933, the
proposed maximum offering price per share for the purpose of calculating
the registration fee is the average of the bid and asked price of the
Common Stock as of December 11, 2002.
(2) On Wednesday, December 11, 2002, the board of directors established fair
market value for the shares of the Company, for the purposes of determining
the registration fee and the compensation received by the employees, at
$0.01 per share, the market price on that day.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Scientific Energy, Inc., 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 Prospectus:
(1) The annual report of the Company on form 10-KSB for the year
ended December 31, 2001;
(2) The quarterly report of the Company on form 10-QSB for the
quarters ended March 31, 2002, March 31, June 30, 2001 as
amended May 3, 2002 and September 30, 2002; and
(4) The description of the Common Stock of the Company contained
in its registration statement on form 10-SB filed April 22,
1999, effective within 60 days thereafter, and amended
September 10, 1999, in the section entitled "Description of
Securities" contained on page 24 of the Company's amended
registration statement Commission file no. 000-25843.
All other documents filed by the Company pursuant to sections 13(a),
13(c), 14, or 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.
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 reference to
the text thereof.
The general corporation law of Nevada permit the articles of
incorporation of the Company to limit or eliminate the personal liability of
directors for damages for breaches of their fiduciary duty, unless the director
has engaged in intentional misconduct, fraud, or a knowing violation of law, or
paid a dividend in violation of the Nevada Revised Statutes. The articles of
incorporation of the Company provide for such indemnification.
The general corporation law of Nevada permit the articles of
incorporation of the Company to further provide for the indemnification of
officers and directors for certain civil liabilities, including liabilities
arising under the Securities Act. The articles of incorporation of the Company
provide for such indemnification. In the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act of 1934, and is, therefore, unenforceable.
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EXHIBITS
SEC
Exhibit Reference
No. No. Description Location
- ------------- ------------- -------------------------------------------------------------- -----------------
5.01 5 Letter opinion, including consent, of Kruse, Landa & This Filing
Maycock, L.L.C., regarding legality of Common Stock to be
issued pursuant to the Registration Statement.
23.01 23 Consent of Robison, Hill & Co., current independent This Filing
auditors for the Company
23.02 23 Consent of Kruse, Landa & Maycock, L.L.C., counsel for the See Item 5 above
Company
24.01 24 Powers of Attorney See signature
page to
Registration
Statement
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UNDERTAKINGS
REGULATION S-K
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, 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, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of any employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) 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 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 act and will be governed by the final
adjudication of such issue.
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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 Salt Lake, state of Utah, on the 11th day of
December, 2002.
SCIENTIFIC ENERGY, INC.
By //s// Todd B. Crosland
------------------------------------------------------------
Todd B. Crosland, President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Todd B. Crosland, with 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 below by the following persons in
the capacities indicated on this 11th day of December, 2002.
//s// Todd B. Crosland
--------------------------------------------------------------
Todd B. Crosland
Director, President and Chief Executive Officer
//s// Jana K. Meyer
--------------------------------------------------------------
Jana K. Meyer
Director and Secretary
//s// Mark Clawson
--------------------------------------------------------------
Mark Clawson
Director
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