SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under The Securities Act of 1933
BUFFALO CAPITAL II, LTD.
(Exact name of registrant as specified in its charter)
Colorado 84-1356381
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
4750 Table Mesa Drive
Boulder, CO 80303
________________________________________________
Address of principal executive offices) (Zip Code)
Consultation Services Plan
(Full name of the plan)
Gary S. Joiner, 4750 Table Mesa Drive,
Boulder, CO 80303
(Name and address of agent for service)
(303)494-3000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities to be registered: Common Stock
Amount to be registered: 1,200,000 shares
Proposed maximum offering price per share: $0.03
Proposed maximum aggregate offering price: $36,000
Amount of registration fee: $10.90
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information required by Part I is included in documents sent
or given to participants in the Exchange Agreement pursuant to Rule
428(b)(1)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant is subject to the information requirements of the
Securities Exchange Act of 1934 and, in accordance therewith, files
reports with the Securities and Exchange Commission. The documents
listed below are hereby incorporated by reference in this Registration
Statement on Form S-8; and all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated
herein by reference in this Registration Statement on Form S-8, and shall
be a part hereof from the date of the filing of such documents.
(a) The Form 10-SB/A of the Registrant filed pursuant to Section 12 of
the Securities Exchange Act of 1934.
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since January 31, 1997.
(c) The description of common stock contained in Item 8 of Part I of
the Registrant's Amended Registration Statement on Form 10-SB filed
pursuant to Section 12 of the Securities Exchange Act of 1934, including
any amendment or report filed for the purpose of updating such
description.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Colorado law, the Company's Articles of Incorporation
provide that the Company will indemnify its directors and officers
against expenses and liabilities they incur to defend, settle, or satisfy any
civil or criminal action brought against them on account of their being
or having been Company directors or officers unless, in any such action,
they are adjudged to have acted with gross negligence or willful
misconduct. The Company's Articles of Incorporation also exclude
personal liability for its directors for monetary damages based upon any
violation of their fiduciary duties as directors, except as to liability for
any breach of the duty of loyalty, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, acts
which constitute improper distributions to shareholders in violation of
Section 7-106-401 of the Colorado Business Corporation Act, or any
transaction from which a director receives an improper personal benefit.
This exclusion of liability does not limit any right which a director may
have to be indemnified and does not affect any director's liability under
federal or applicable state securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS.
The following documents are included as exhibits to this registration
statement:
4.1 ARTICLES OF INCORPORATION OF THE REGISTRANT
4.2 BYLAWS OF THE REGISTRANT
5.1 OPINION REGARDING LEGALITY
23.1 CONSENT OF COUNSEL
23.2 CONSENT OF ACCOUNTANTS
27 FINANCIAL DATA SCHEDULE
ITEM 9. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes 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. The undersigned Registrant hereby undertakes 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. The undersigned Registrant hereby undertakes 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. The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) 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.
5. 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 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 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 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
THE REGISTRANT. 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 Boulder, Colorado,
on August 7, 1997.
BUFFALO CAPITAL II, LTD.
(Registrant)
/s/ _____________________________
GRANT W. PECK, President
(Signature and Title)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ _______________________________
Grant W. Peck, President, Director, Principal Executive Officer
(Signature and Title)
/s/ _______________________________
Dean F. Sessions, Director
(Signature and Title)
EXHIBIT 4.1 - ARTICLES OF INCORPORATION OF THE
REGISTRANT - Incorporated by reference from the Form 10-SB/A of
the Registrant filed pursuant to Section 12 of the Securities Exchange
Act of 1934.
EXHIBIT 4.2 - BYLAWS OF THE REGISTRANT - Incorporated by
reference from the Form 10-SB/A of the Registrant filed pursuant to
Section 12 of the Securities Exchange Act of 1934.
EXHIBIT 5.1 - OPINION REGARDING LEGALITY
August 7, 1997
Board of Directors
Buffalo Capital II, Ltd.
4750 Table Mesa Drive
Boulder, CO 80303
Re: Consultation Services Plan
Registration Statement on Form S-8
Gentlemen:
We have examined the corporate records and proceedings of
Buffalo Capital II, Ltd., a Colorado corporation (hereinafter referred to
as the "Company") with respect to:
1. The organization of the Company;
2. The legal sufficiency of all corporate proceedings of the
Company taken in connection with the creation, issuance, the form and
legality, and full payment and nonassessability, of all presently issued
and outstanding stock of the Company; and
3. The legal sufficiency of all corporate proceedings of the
Company taken in connection with the creation, issuance, the form and
legality, and full payment and nonassessability, when issued, of the
1,200,000 shares of the Company's common stock covered by the
registration statement on Form S-8 dated August 7, 1997, and any
amendments thereto (hereinafter referred to as the "Registration
Statement"), in connection with which this opinion is rendered.
Based upon such examiniation, we are of the opinion:
(a) That the Company is duly organized and validly existing
under the laws of the State of Colorado;
(b) That the Company is authorized to have outstanding
100,000,000 shares of its common stock and 10,000,000 shares of its
preferred stock, and that 135,000 shares of its common stock have been
issued and are presently outstanding;
(c) That the Company has taken all necessary and required
corporate proceedings in connection with the issuance of the presently
issued and outstanding stock of the Company consisting of _________
shares of common stock, and that all of said stock so issued and
outstanding has been legally issued, is fully paid and nonassessable, and
in all respects is in proper form and valid; and
(d) That when the Registration Statement shall have become
effective, and the 1,200,000 shares referenced therein shall have been
issued upon the terms and conditions set forth in the Registration
Statement, such shares shall be validly issued and outstanding, fully paid
and nonassessable.
We hereby consent to being named in the Registration Statement
as the attorneys who will pass upon legal matters in connection with the
sale of the shares referred to therein, and to the filing of this opinion as
an Exhibit to the Registration Statement.
EXHIBIT 23.1 - CONSENT OF COUNSEL
August 6, 1997
Board of Directors
Buffalo Capital II, Ltd.
4750 Table Mesa Drive
Boulder, CO 80303
Dear Gentlemen:
We hereby consent to being named in the Registration
Statement as the attorneys who will pass upon legal matters in
connection with the sale of the shares referred to therein, and to the
filing of our opinion as an Exhibit to the Registration Statement.
Frascona, Joiner & Goodman, P.C.
By: /s/ Gary S. Joiner
EXHIBIT 23.2 - CONSENT OF ACCOUNTANTS
EXHIBIT 27 - FINANCIAL DATA SCHEDULE
Incorporated by reference from the Form 10-SB/A of the
Registrant filed pursuant to Section 12 of the Securities Exchange Act of
1934.