UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HYDRO ENVIRONMENTAL RESOURCES, INC.
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(Exact name of Registrant as specified in its charter)
Nevada 73-1552304
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
2903 N.E. 109th Avenue, Suite D, Vancouver, Washington 98682-7273
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(Address of Principal Executive Offices) (Zip Code)
Consulting Contract dated January 7, 2003, and Amendment to Original
Contract dated January 9, 2003, among Hydro Environmental Resources,
Inc., Nichole Wright, and TheStockbroker.com, Inc. Letter Agreement
dated December 16, 2002, and Modification #1 among Hydro Environmental
Resources, Inc., Synergy Group, LLC, and Mark Paul
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(Full title of the Plan)
David Rosenberg
President and Chief Executive Officer
2903 N.E. 109th Avenue, Suite D
Vancouver, Washington 98682-7273
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(Name and address of agent for service)
(360) 883-5949
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(Telephone number, including area code, of agent for service)
copies to:
David R. Ludwig
Farleigh, Wada & Witt, P.C.
121 S.W. Morrison Street, Suite 600
Portland, Oregon 97204
(503) 228-6044
CALCULATION OF REGISTRATION FEE
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Amount to be Proposed maximum Proposed maximum Amount of
Title of Securities to be registered offering price per aggregate offering Registration
registered share price Fee(1)
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Common Stock, $0.001 par value(2) 400,000 $0.08 $32,000 $7.30
Common Stock, $0.001 par value(3) 120,000 $0.08 $ 9,600 $2.19
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Total
520,000 $41,600 $9.49
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(1) Computed pursuant to Rule 457(c) promulgated under the Securities Act of 1933, as amended,
solely for the purpose of calculating the total registration fee, based upon the average of the high
and low prices reported as of January 14, 2003.
(2) Represents maximum number of shares issuable to Nicole Wright under the Consulting Contract
and Amendment to Original Contract.
(3) Represents maximum number of shares issuable to Mark Paul under the Letter Agreement and
Modification #1.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference herein the following documents which
have been filed with the Securities and Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December, 31, 2001.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since
the end of the Registrant's fiscal year ended December 31, 2001; and
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement filed with the Commission pursuant
to Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating that description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment hereto that indicates that all
securities offered have been sold or that deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
that also is incorporated or deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Sections 78.7502 and 78.751 of the Nevada Revised Statutes permit a corporation
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action, suit, proceeding, whether
civil, criminal, administrative, or investigative, including any action or suit
by or in the right the corporation to procure a judgment in its favor, by reason
of the fact that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses, including attorney's
fees, judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with the suit, action, or proceeding if he: (a) is
not liable pursuant to NRS 78.138, or (b) acted in good faith or in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 78.752 of the
Nevada Revised Statutes also provides that, to the extent that a director,
officer, employee, or agent of a corporation has been successful on the merits
or otherwise in defense of any action, suit, or proceeding referred to above, or
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in defense of any claim, issue, or matter therein, a corporation must indemnify
him against expenses, including attorney's fees, actually and reasonably
incurred by him in connection with the defense. The Company's Articles of
Incorporation require that the Company pay all expenses incurred by directors or
officers in defending a civil or criminal action, suit, or proceeding as they
are incurred in advance of a final disposition of the action, suit, or
proceeding, upon receipt of an undertaking by or on behalf of a director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he did not act in good faith and in the manner he
reasonably believed to be or not opposed to the best interest of the Company.
The Company's Bylaws provide that the Company indemnify and hold harmless each
person and their heirs and administrators who serve at any time as a director or
officer of the Company from and against any and all claims, judgments, and
liabilities to which such persons become subject by reason of them having been a
director or officer of the Company, or by reason of any action alleged to have
been taken or omitted to have been taken by him as such director or officer.
They also provide that the Company reimburse each such person for all legal and
other expenses reasonably incurred by him in connection with any such claim or
liability.
Section 78.138 of the Nevada Revised Statutes further provides that a director
or officer is not individually liable to the Company or its shareholders for any
damages as a result of any act or failure to act in his capacity as a director
or officer unless it is proven that: (a) his act or failure to act constituted a
breach of his fiduciary duties as a director or officer; and (b) his breach of
those duties involved intentional misconduct, fraud, or a knowing violation of
law. The Company's Articles of Incorporation provide that no director or officer
of the Company is liable to the Company or its shareholders for any breach of
fiduciary duty as an director or officer of the Company. However, the Articles
state that such provision does not affect liability for acts or omissions that
involve intentional misconduct, fraud, a knowing violation of law, or the
payment of dividends in violation of Nevada's statutes governing private
corporations. The Company's Bylaws also provide that no director or officer is
personally liable for any duties or obligations arising out of any acts or
conduct of such director or officer that performed for or on behalf of the
Company.
Insofar as indemnification for liabilities arising under the Act 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 Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description of Exhibit
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4.1 Articles Four, Six, and Eight of the Registrant's Articles
of Incorporation (incorporated by reference to Exhibit 3-1
of the Registrant's Quarterly Report on Form 10-QSB for the
quarter ended June 30, 2001, filed with the Securities and
Exchange Commission on August 20, 2001).
4.2 Articles II, III (Sections 3.7 and 3.8), and VI of the
Registrant's Bylaws (incorporated by reference to Exhibit
3.2 of the Registrant's Quarterly Report on Form 10-QSB for
the quarter ended June 30, 2001, filed with the Securities
and Exchange Commission on August 20, 2001).
5.1 Opinion of Farleigh, Wada & Witt, P.C. with respect to the
legality of the securities being registered.
23.1 Consent of Farleigh, Wada & Witt, P.C. (included in Exhibit
5.1).
23.2 Consent of Cordavano and Harvey, P.C., Certified Public
Accountants.
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Item 9. Undertakings.
The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Act;
(ii) Reflect in the prospectus any facts or events which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement.
(iii) Include any additional or changed material information on the
plan of distribution;
provided however, that paragraphs (a)(i) and (a)(ii) do not apply if
this Registration Statement is on Form S-3 or S-8 and the information
required in a post-effective amendment is incorporated by reference
from periodic reports filed under the Exchange Act.
(b) For the purpose of determining any liability under the Act, treat each
such post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at the time to
be the initial bona fide offering.
(c) File a post-effective amendment to remove from registration any of the
securities being registered that remain unsold at the end of the
offering.
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 on Form S-8 to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Vancouver, State of Washington, on January 14,
2003.
HYDRO ENVIRONMENTAL SERVICES, INC.,
an Oregon corporation
By: /s/ David Rosenberg
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David Rosenberg, Chief Executive
Officer and President
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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.
Signature Title Dated
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/s/ David Rosenberg Chief Executive Officer, January 14, 2003
- ------------------------ President, and Director
David Rosenberg
/s/ David Youngblood Chief Products Engineer January 14, 2003
- ------------------------ and Director
David Youngblood
/s/ Steve Lennon Vice President and Director January 14, 2003
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Steve Lennon
/s/ Mark Shmulevsky Chief Information Officer, January 14, 2003
- ------------------------ Treasurer, Vice President,
Mark Shmulevsky and Director
/s/ Michael Lysaght Secretary, Chief Science January 14, 2003
- ------------------------ Officer, and Director
Michael Lysaght
/s/ David Harmsen Chief Financial Officer January 14, 2003
- ------------------------
David Harmsen
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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4.1 Articles Four, Six, and Eight of the Registrant's Articles
of Incorporation (incorporated by reference to Exhibit 3-1
of the Registrant's Quarterly Report on Form 10-QSB for the
quarter ended June 30, 2001, filed with the Securities and
Exchange Commission on August 20, 2001).
4.2 Articles II, III (Sections 3.7 and 3.8), and VI of the
Registrant's Bylaws (incorporated by reference to Exhibit
3.2 of the Registrant's Quarterly Report on Form 10-QSB for
the quarter ended June 30, 2001, filed with the Securities
and Exchange Commission on August 20, 2001).
5.1 Opinion of Farleigh, Wada & Witt, P.C. with respect to the
legality of the securities being registered.
23.1 Consent of Farleigh, Wada & Witt, P.C. (included in Exhibit
5.1).
23.2 Consent of Cordavano and Harvey, P.C., Certified Public
Accountants.