PROSPECTUS
This document constitutes part of a Prospectus covering securities that have
been registered under the Securities Act of 1933.
NEVADA ENERGY COMPANY, INC.
2,500,000 of Class A Common Stock
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOT HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
NEVADA ENERGY COMPANY, INC.
CONSULTING/COMPENSATION PLAN
Ordinary Shares of Nevada Energy Company, Inc. (the "Company") covered by
this Prospectus may be issued from time to time to consultants and professionals
("Selling Shareholders") pursuant to the Consulting/Compensation Plan ("Plan").
THIS PROSPECTUS MAY NOT BE USED FOR REOFFERS OR RESALE'S OF ORDINARY SHARES
ACQUIRED HEREUNDER. AN "AFFILIATE" OF THE COMPANY, AS DEFINED IN RULE 405 OF THE
GENERAL RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, MAY
PUBLICLY REOFFER OR RESELL ORDINARY SHARES ACQUIRED HEREUNDER ONLY PURSUANT TO
AN APPLICABLE EXEMPTION FROM REGISTRATION SUCH AS PROVIDED IN RULE 144 UNDER THE
SECURITIES ACT OF 1933.
A BENEFICIAL OWNER OF MORE THAN 10% OF THE ORDINARY SHARES OF THE COMPANY
SHOULD CONSIDER THE APPLICABILITY OF SECTIONS 16(a) AND 16(b) OF THE SECURITIES
EXCHANGE ACT OF 1934 IN CONNECTION WITH THE ACQUISITION AND THE DISPOSITION OF
THE ORDINARY SHARES OF THE COMPANY ACQUIRED PURSUANT TO THE PLAN.
IT IS ADVISABLE FOR SELLING SHAREHOLDERS TO CONSULT WITH LEGAL COUNSEL
CONCERNING THE SECURITIES AND TAX LAW IMPLICATIONS OF THE ACQUISITION OF SHARES
UNDER THE PLAN OR THE DISPOSITION OF SUCH SHARES.
The date of this Prospectus is December 23, 1996.
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The Selling Shareholders may offer the Ordinary Shares from time to time in
negotiated transactions in the over-the-counter market, at fixed prices which
may be changed from time to time, at market prices prevailing at the time of the
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Shareholders may effect such transactions by selling the
Ordinary Shares to or through securities broker/dealers, and such broker/dealers
may receive compensation in the form of discounts, concessions, or commissions
from the Selling Shareholders and/or the purchasers of the Ordinary Shares from
whom such broker/dealers may act as agent or to whom they sell as principal, or
both (which compensation as to a particular broker/dealer might be in excess of
customary commissions). See "Selling Shareholders" and "Plan of Distribution")
The Company will not receive any of the proceeds from the sale of the
Ordinary Shares by the Selling Shareholders. The Company has agreed to bear all
expenses of this Offering, other than underwriting discounts, selling
commissions and fees and expenses of counsel and other advisers to the Selling
Shareholders.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information concerning the Company can be inspected and copies at Room 1024 of
the Commission's office at 450 Fifth Street, N.W., Washington, D.C. 20549, and
the Commission's Regional Offices in New York (26 Federal Plaza, New York, New
York 10278), and Chicago (Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, IL 60661-2511), and copies of such material can be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.
Washington, D.C. 20549, at prescribed rates. This Prospectus does not contain
all information set forth in the Registration Statement of which this Prospectus
forms a part and exhibits thereto which the Company has filed with the
Commission under the Securities Act and to which reference is hereby made.
The Company periodically sends annual reports to its shareholders. The
Company's annual reports include the Company's financial independent certified
public Accountants.
DOCUMENTS INCORPORATED BY REFERENCE
The Company will provide, without charge, to each person to whom a copy of
the Prospectus is delivered, including any beneficial owner, upon the written or
oral request of such person, a copy of any or all of the documents less such
exhibits are specifically incorporated by reference into this Prospectus).
Requests should be directed to:
Nevada Energy Company, Inc.
1187 Coast Village Road, # 1-381
Santa Barbara, CA 93108
Tel: (805) 884-8350
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The following documents filed with the Commission by the Company (Commission
File No. 1-12836) are hereby incorporated by reference into this Prospectus:
The Company's Annual Report on Form 10-KSB for the year ending February 29,
1996, and all documents filed with the Commission by the Company pursuant to
Sections 13(a), 13(c) 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering registered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of the filing of such documents. Any reference herein
shall be deemed to be modified or superseded fro the purposes of this Prospectus
to the extent that a statement contained herein modifies or supersedes such
statement. Such statement so modified or superseded shall not be deemed, except
as so modified or superseded to constitute a part of this Prospectus.
USE OF PROCEEDS
All of the shares offered by this Prospectus are being offered by an owner of
the Company's Ordinary Shares (the Selling Shareholders) and were issued by the
Company as payment for services rendered. None of the proceeds from this
Offering will be received by the Company. Expenses expected to be incurred by
the Company in connection with this offering are estimated to be approximately
$25,000. The Selling Shareholders will pay all commission and other compensation
to any securities broker/dealers through which he sells any of the Ordinary
Shares
SELLING SHAREHOLDERS
The Company may issue up to 2,500,000 shares of its Class A Common Stock to
the Selling Shareholders as payment for services provided to the Company. The
Company has filed a Form S-8 registration statement under the Securities Act of
1933, of which this Prospectus forms a part with respect to the resale in the
market or in privately negotiated transactions.
PLAN OF DISTRIBUTION
The Selling Shareholders may sell the Shares offered by this Prospectus from
time to time in negotiated transactions in the over-the-counter market at fixed
prices which may be changed from time to time, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Shareholders may effect such transactions by
selling the Ordinary Shares to or through broker/dealers, and such brokers
commissions from the Selling Shareholders and/or the purchasers of the Ordinary
Shares for whom such broker/dealers may act as agent or to whom they may sell,
as principal, or both (which compensation as to a particular broker/dealer may
be in excess of customary compensation).
The Selling Shareholder and any broker/dealers who act in connection with the
sale of the Ordinary Shares hereunder may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act of 1933, and any commissions
received by them and profit on any resale of the Ordinary Shares as principal
might be deemed to be underwriting discounts and commissions under the
Securities Act of 1933.
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The Company has advised the Selling Shareholders that they and any securities
broker/dealers or other who may be deemed to be statutory underwriters will be
subject to the Prospectus delivery requirements under the Securities Act of
1933. The Company has also advised the Selling Shareholders that in the event of
a "distribution" of the shares owned by the Selling Shareholders, such Selling
Shareholders, any "affiliated purchasers", and any broker/dealer or other person
who participates in such distribution may be subject to Rule 10b-6 under the
Securities Exchange Act of 1934 until their participation in that distribution
is completed. A "distribution" as defined in Rule 10b-6 as an offering of
securities "that is distinguished from ordinary trading transactions by the
magnitude of the offering and the presence of special selling efforts and
selling methods". The Company has also advised the Selling Shareholders that
Rule 10b-7 under the 1934 Act prohibits any "stabilizing bid" or "stabilizing
purchase" for the purpose of pegging, fixing or stabilizing the price of the
Ordinary Shares in connection with this offering.
Rule 10b-6 makes it unlawful for any person who is participating in a
distribution to bid for or purchase stock of the same class as is the subject of
the distribution. If Rule 10b-6 applies to the offer and sale of any of the
Ordinary Shares, then participating broker/dealers will be obligated to cease
market-making activities nine business days prior to their participation in the
offer and sale of such Ordinary Shares and may not recommence market-making
activities until their participation in the distribution has been completed. If
Rule 10b-6 applies to one or more of the principal market-makers in the
Company's, the market price of such stock could be adversely affected.
RESTRICTIONS ON RESALE OF COMMON STOCK
Ordinary Shares acquired under the Plan by an affiliate may be resold only
pursuant to the registration requirements of Securities Act of 1933, Rule 144,
or another applicable exemption therefrom. Generally, sales of securities,
including Ordinary Shares of the Company (including the Ordinary Shares acquired
pursuant to the Plan) by a beneficial owner of more tan 10% of the Ordinary
Shares may give rise to the right of the Company to recapture any profit from
such transactions pursuant to Section 16(b) of the Securities Exchange Act of
1934.
It is advisable for Selling Shareholders to consult with legal counsel
concerning the securities law implications of the acquisition of Ordinary Shares
under the Plan and the disposition of such shares.
REGISTRANT INFORMATION
All documents that are incorporated by reference into the Registration
Statement of which this Prospectus forms a part are hereby incorporated by
reference into this Prospectus.
The information contained in this Prospectus may be supplemented or updated
from time to time by means of appendices, prospectus supplements, post-effective
amendments or a combination of such means. In addition, as described above
certain documents filed with the Commission by the Company are incorporated by
reference into this Prospectus.
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