As filed with the Securities and Exchange Commission on August 4, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RED OAK HEREFORD FARMS, INC.
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(Exact name of issuer as specified in its charter)
Nevada 84-1120614
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(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
2010 Commerce Drive
Red Oak, Iowa 51566
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(Address of Principal Executive Offices) (Zip Code)
RED OAK HEREFORD FARMS, INC. 1997 STOCK OPTION PLAN
RED OAK HEREFORD FARMS, INC. 1998 STOCK OPTION PLAN
RED OAK HEREFORD FARMS, INC. 2000 STOCK OPTION PLAN
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(Full title of the plans)
Harley D. Dillard
Chief Financial Officer
Red Oak Hereford Farms, Inc.
2010 Commerce Drive
Red Oak, Iowa 51566
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(Name and address of agent for service)
(712) 623-9224
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(Telephone number, including area code, of agent for service)
Copies to:
John L. Thomas, Esq.
18 Beth Drive
Moorestown, NJ 08057
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount To Be Offering Price Per Aggregate Offering Registration
To Be Registered Registered (1) Share (2) Price (2) Fee (2) (3)
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Class A
Common Stock,
par value $.01
per share 4,000,000 $5.00 $9,178,013 $2,423.00
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(1) Represents 1,000,000 shares registered under the Red Oak Hereford Farms,
Inc. 1997 Stock Option Plan, 1,000,000 shares registered under the Red Oak
Hereford Farms, Inc. 1998 Stock Option Plan, and 2,000,000 shares registered
under the Red Oak Hereford Farms, Inc. 2000 Stock Option Plan (collectively the
"Plans"). Pursuant to Rule 416(a), this Registration Statement also registers
such indeterminate number of additional shares as may become issuable under the
Plans in connection with share splits, share dividends, or similar transactions.
(2) Calculated pursuant to Rule 457(h). The proposed maximum offering price per
share, the proposed maximum aggregate offering price and the amount of the
registration fee for the 4,000,000 shares of Common Stock being registered under
the Plans hereby were based, for the 1,093,000 shares of Common Stock subject to
currently outstanding stock options, on the maximum exercise prices of: $5.00
per share for 338,000 shares; $1.75 per share for 655,000 shares. For the
remaining 3,007,000 shares, the proposed maximum offering price per share, the
proposed maximum aggregate offering price and the amount of the registration fee
were based on the average of the high and low sales prices of $2.109 for the
Common Stock as reported on the OTC BB on August 04, 2000.
(3) Paid by wire transfer
Item 3. Incorporation of Documents by Reference
The following documents are hereby incorporated by reference in this
Registration Statement: The registrant's annual report on form 10-K for the
fiscal year ended December 31, 1999 dated April 24, 2000 and all other reports
filed since the end of the registrant's last fiscal year.
Item 4. Description of Securities
Not Applicable
Item 5. Interest of Named Experts and Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers
Under Section 78 of the Nevada General Corporation Law, as amended, a
corporation has the power to indemnify directors and officers under certain
prescribed circumstances and subject to certain limitations against certain
costs and expenses, including attorney's fees actually and reasonably incurred
in connection with any action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which any of them is a party by reason of
being a director or officer of the corporation if it is determined that the
director or officer acted in accordance with the applicable standard of conduct
set forth in such statutory provision. Article XI of Red Oak Hereford Farms,
Inc. Amended and Restated Certificate of Incorporation provides that no director
or officer shall be personally liable to Red Oak or its stockholders for
monetary damages for any breach of fiduciary duty except for acts or omissions
which involve intentional misconduct, fraud or a knowing violation of laws.
Item 7. Exemption From Registration Claimed
Not Applicable
Item 8. Exhibits.
Exhibit 4(a) The Company's Amended and Restated Certificate of Incorporation.
Exhibit 4(b) The Company's 1997 Stock Option Plan.
Exhibit 4(c) The Company's 1998 Stock Option Plan.
Exhibit 4(d) The Company's 2000 Stock Option Plan.
Exhibit 5(a) Opinion of John L. Thomas, Esq.
Exhibit 23(a) Consent of HLB Gross Collins, PC.
Exhibit 23(b) Consent of BDO Seidman, LLP
Exhibit 23(c) Consent of John L. Thomas, Esq.
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 1933 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; 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 Registrant's 1997
Stock Option Plan, 1998 Stock Option Plan, and/or the 2000 Stock Option Plan.
EXHIBIT INDEX
Exhibit 4(a) The Company's Amended and Restated Certificate of Incorporation.
Exhibit 4(b) The Company's 1997 Stock Option Plan.
Exhibit 4(c) The Company's 1998 Stock Option Plan.
Exhibit 4(d) The Company's 2000 Stock Option Plan.
Exhibit 5(a) Opinion of John L. Thomas, Esq.
Exhibit 23(a) Consent of HLB Gross Collins, PC.
Exhibit 23(b) Consent of BDO Seidman, LLP
Exhibit 23(c) Consent of John L. Thomas, Esq.
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 caused this registration statement to be signed on its behalf by the
undersigned thereunto duly authorized, at Red Oak, Iowa, on this fourth day of
August, 2000.
By: /s/ Gordon Reisinger
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Gordon W. Reisinger
Chief Executive Officer and President
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 and on the dates indicated.
Signature Title Date
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/s/ Gordon W. Reisinger President, Chief Executive Officer August 4, 2000
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Gordon W. Reisinger
/s/ Harley Dillard Chief Financial Officer August 4, 2000
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Harley Dillard
/s/ Charles Kolbe Director and Chairman of the Board August 4, 2000
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Charles Kolbe
/s/ John Derner Director August 4, 2000
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John Derner
/s/ Dwayne Lewis Director August 4, 2000
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Dwayne Lewis
/s/ Jack B. Holden Director August 4, 2000
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Jack B. Holden
/s/ Ron Daggett Director August 4, 2000
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Ron Daggett
Director August 4, 2000
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Charles Wilson
Director August 4, 2000
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Johan A. Smit