As filed with the Securities and Exchange Commission on December 23, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEVADA ENERGY COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-0897771
(State or other jurisdiction) (I.R.S. Employer Identification No.)
of Incorporation or organization)
1187 Coast Village Road #1-381
Santa Barbara, CA 93108
(Address of principal executive offices)
Consulting/Compensation Plan
(Full title of plan)
Kevin J. Quinn
11400 W. Olympic Blvd. 2nd Floor
Los Angeles, Ca 90405
(Name of address of agent for service)
(213) 680-9900
(telephone number, including area code,
of agent for service)
Page one of 13 pages contained in the sequential numbering system.
The Exhibit order may be found at page 7.
COPIES TO:
Kevin J. Quinn Stefan N. Tevis, President
11400 W. Olympic Blvd., 2nd Floor Nevada Energy Company, Inc.
Los Angeles, Ca 90064 1187 Coast Village Road #1-381
Santa Barbara, CA 93101
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities To Amount To Offering Price Aggregate Amount of
Be Registered Be Registered(1) Per Share(3) Offering Price(3)
Registration Fee
- ------------- ---------------- ------------ ----------------- ----------
- ------
Class A 2,500,000 $0.25 $625,000 $189.39
Common Stock
(1) Pursuant to Rule 416, the number of shares being registered shall be
adjusted to include any additional shares of Common Stock that may become
issuable as a result of stock splits, stock dividends, or similar transactions
in accordance with anti-dilution provisions of stock options, and anti-dilution
adjustments to the amount of Common Stock shares issuable pursuant to stock
options exercised thereafter.
(2) Represents 2,500,000 to be issued pursuant to the informal
consulting/compensation plan of Registrant and includes re-offers of such
shares.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (c) and (h), based upon the average of the bid and asked
price of the Common Stock Shares on December 20, 1996.
================================================================================
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan information
Omitted as permitted.
Item 2. Registrant information and Employee Plan Annual Information.
Not Applicable
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 Nevada Energy Company, Inc. (the "Company") are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended February 29, 1996 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act").
(b) All other reports filed by the Company pursuant to Section 13(a) or
15 (d) of the Securities Exchange Act since the end of the Company's
fiscal year ended February 29, 1996.
All reports or other documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
shall be deemed to incorporated by reference herein and to be a part hereof from
the respective dates of filing of such reports or documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Names Experts and Counsel.
Not applicable
Item 6. Indemnification of Directors and Officers.
Not applicable.
Item 7. Exemption from Registration Claimed.
Not applicable.
3
Item 8. Exhibits
5 Opinion and Consent of Kevin J. Quinn
23.1 Consent of Kevin J. Quinn
(Included in Exhibit 5)
23.2 Consent of Kafoury, Armstrong & Company
24 Power of Attorney (page 6 of this Registration Statement)
Item 9. Undertakings
(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:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "Securities
Act")
(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 thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to
information required to be included in a post-effective amendment by those
paragraphs which are contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this 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.
4
(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 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) 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 provisions of Item 6 of this registration statement,
or otherwise, the registrant has been advised that in the opinion of the
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.
5
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 Santa Barbara, California, on December 20, 1996.
NEVADA ENERGY COMPANY, INC.
By: \s\ Stefan N. Tevis
--------------------
Stefan N. Tevis
Chairman of the Board and
Chief Executive Officer
We the undersigned, directors and officers of Nevada Energy Company, Inc., do
hereby constitute and appoint Stefan N. Tevis and Kenton H. Bowers, or either of
them, acting individually, as our true and lawful attorneys and agents to do any
and all acts and things in our name and on behalf, in our capacities indicated
below which said attorneys and agents, or any one of them, may deem necessary or
advisable to enable said corporation to comply with the Securities and Exchange
Commission, in connection with this Registration statement, or amendment
thereto, including specifically, but without limitation, power and authority to
sign for us or any of us in our names and in our capacities indicated below, any
and all amendments (including post-effective amendments) hereof and we do hereby
ratify and confirm all that the said attorneys and agents, or any of them, shall
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated.
\s\ Stefan Tevis Chief Executive Officer and December 20, 1996
- ---------------------------- Director (Principal Executive
Stefan N. Tevis Officer)
\s\ Ken Bowers Vice-President Finance December 20, 1996
- ---------------------------- (Chief Financial Officer)
Kenton H. Bowers
\s\ Charles A. Cain Chairman of the Board, December 20, 1996
- ---------------------------- Director
Charles A. Cain
\s\ Peter J. Cannell Director December 20, 1996
- ----------------------------
Peter J. Cannell
6
INDEX TO EXHIBITS
EXHIBIT PAGE
- ------- ----
5 Opinion and Consent of Kevin J. Quinn................................8
23.1 Consent of Kevin J. Quinn (Included in Exhibit 5)....................8
23.2 Consent of Kafoury, Armstrong & Company..............................9
24 Power of Attorney (page 6 of this Registration Statement)............6
99 Prospectus..........................................................10
7