AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MARCH 23, 1998
FILE NO. 0-20915
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
GEO PETROLEUM, INC.
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(Exact Name of Registrant as Specified in its Charter)
California 33-0328958
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(State or Other Jurisdiction of (IRS Employer ID No.)
Incorporation or Organization)
501 Deep Valley Drive, Suite 300
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Rolling Hills Estates, CA 90274
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(Address of Principal Executive Offices)
Geo Petroleum, Inc. 1998 Consultants' Plan
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(Full Title of the Plans)
Gerald T. Raydon, Chief Executive Officer
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Geo Petroleum, Inc.
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501 Deep Valley Drive
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Rolling Hills Estates, CA 90274
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(Name and Address of Agent for Service)
(310) 265-0721
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(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
Common Stock 1,500,000 $1.00 $1,500,000 $442.50
TOTAL 1,500,000 $1.00 $1,500,000 $442.50
Pursuant to Rule 457(h)(3), this Registration covers resales of the common stock
offered hereby.
Calculated pursuant to Rule 457(h)(1) and (3) under the Securities Act of 1933,
as amended.
The information specified by Items 1 and 2 of Part I of Form S-8 is omitted from
this filing in accordance with the provisions of Rule 428 under the Securities
Act of 1933 and the introductory Note to Part I of Form S-8.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996;
(b) The Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended
March 31, 1997;
(c) The Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended
June 30, 1997;
(d) The Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended
September 30, 1997.
(e) The description of the Company's Common Stock contained under the caption
Description of Common Equity in its Form 10 Registration Statement (File No.
0-20915, filed June 21, 1996); and all amendments and reports filed for the
purpose of updating that description; and
(f) All documents subsequently filed by the Company 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 de-registers all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be part
hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Counsel rendering an opinion in this matter is the Chief Executive Officer and
Chairman of the Board of Directors of the Company and is the owner of
approximately 46% of the Common Stock of the Company.
Item 6. Indemnification of Directors and Officers
As permitted by California law, the bylaws of the Company provide broad rights
of indemnification to the officers and directors of the Company. The Articles of
Incorporation of the Company provide, in part, that:
(a) The liability of directors of the corporation for monetary damages shall be
eliminated to the fullest extent permissible under California law.
(b) The corporation is authorized to provide indemnification of agents, as
defined in Section 317 of the California Corporations Code, through bylaw
provisions, agreements with agents, vote of shareholders or disinterested
directors, or otherwise, which indemnification may be in excess of the
indemnification otherwise permitted by Section 317 of the California
Corporations Code with respect to actions for breaches of duty to the
corporation and its shareholders.
(c) Any amendment, repeal, or modification of any provision of this Article V
shall not adversely affect any right or protection of an agent of this
corporation existing at the time of such amendment, repeal or modification.
The Bylaws of the Company (Exhibit 3.2 to Form 10-SB) provide for additional
indemnification in Article 16 thereof, which is incorporated herein by
reference.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
3.1 Articles of Incorporation of the Company, as amended (incorporated by
reference to Exhibit No. 3.1 (a - c) to the Registration Statement on Form
10-SB, which was filed with the Securities and Exchange Commission under No.
0-20915).
3.2 Bylaws of the Company (incorporated by reference to Exhibit No. 3.2 to the
Registration Statement on Form 10-SB, which was filed with the Securities and
Exchange Commission under No. 0-20915).
5.1 Opinion of Gerald T. Raydon as to the validity of the securities registered
hereunder (filed herewith).
10.1 Geo Petroleum, Inc. 1998 Consultants' Stock Plan, as adopted by the
Company's Board of Directors (filed herewith).
10.2 Agreement for Consulting Services between the Company and Sayed Consulting,
Inc. (filed herewith).
10.3 Consulting Payment Plan between the Company and Rodney C. Hill (filed
herewith).
23.1 Consent of Gerald T. Raydon (set forth in the opinion filed as Exhibit 5.1
to this Registration Statement).
23.2 Consent of Ernst & Young, LLP (filed herewith).
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; (ii) to reflect in the prospectus any
facts or events which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement; (iii) to
include any additional or changed material information on the plan of
distribution, provided, however, that paragraphs (A)(1)(i) and (A)(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 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the 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.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered that remain unsold at the termination of the
offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company'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 herein, 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
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 of this registration
statement, 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.
SIGNATURES
In accordance with 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 of filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Rolling
Hills Estates, State of California on March 23, 1998.
Geo Petroleum, Inc.
By: \s\ GERALD T. RAYDON
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Gerald T. Raydon
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Gerald T. Raydon, his true and lawful attorney
in fact and agent, with full power of substitution and re-substitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange commission and any state
or other securities authority, granting unto each said attorney in fact and
agent full power and authority to do and perform each and every act in person,
hereby ratifying and confirming all that said attorneys in fact and agents, or
any of them or their of his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates indicated.
Signature Title Date
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\s\ GERALD T. RAYDON Chairman of the Board March 23, 1998
- -------------------- and Chief Executive Officer
Gerald T. Raydon (Principal Executive Officer)
\s\ LARRY R. BURROUGHS President and Director
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Larry R. Burroughs
\s\ ALYDA L. RAYDON Director, Chief Financial March 23, 1998
- -------------------- Officer and Secretary
Alyda L. Raydon (Principal Financial and
Accounting Officer)
\s\WILLIAM J. CORCORAN Director March 23, 1998
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William J. Corcoran
EXHIBIT INDEX
Exhibit Number Description
4.1 Articles of Incorporation of the Company, as amended
Bylaws of the Company
5.1 Opinion of Gerald T. Raydon, as to the validity of the securities registered
hereunder.
10.1 Geo Petroleum, Inc. 1998 Consultants' Stock Plan
10.2 Agreement for Consulting Services between the Company and Sayed Consulting,
Inc.
10.3 Consulting Payment Plan between the Company and Rodney C. Hill
23.1 Consent of Gerald T. Raydon (set forth in the opinion filed as Exhibit 5.1
to this Registration Statement).
23.2 Consent of Ernst & Young, LLP