SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
ARETE INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
COLORADO 84-1508638
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
7102 La Vista Place, Suite 100, Niwot, Co. 80503
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(Address of Principal Offices) (Zip Code)
2002 Omnibus Stock Option and Incentive Plan
and Various Grants Thereunder
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(Full Title of the Plan)
Thomas P. Raabe, 7102 La Vista Place, Suite 100,
Niwot, Colorado 80503
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(Name and Address of Agent for Service)
(303) 652-3113
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(Telephone Number, Including Area Code, of Agent for Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [X]
CALCULATION OF REGISTRATION FEE
Title of Each
Class of Proposed Proposed
Securities Maximum Maximum
To Be Amount Offering Aggregate
Registration To Be Price Offering Amount Of
Registered Registered Per Unit Price Fee (F1)
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Common 20,000,000 $0.02 $200,000 $19.00
(F1) Calculated based the most recent closing high bid for the common stock of
the Company on the NASDAQ OTC Bulletin Board.
Plan is not subject to ERISA.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents including all documents subsequently filed by
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 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,
are incorporated by reference into this Registration Statement, and
made a part hereof: (a) The Registrant's latest annual report on Form
10K-SB for the fiscal year ended December 31, 2002. (b) All other
reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of such fiscal year; (c) Not applicable.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officer of
the Registrant is insured or indemnified in any manner against any
liability which he may incur in his capacity as such, is set forth in
the Company's Articles of Incorporation, as amended, in provisions
substantially identical to provisions of the Colorado Business
Corporation Act, as amended. The Articles of Incorporation provide
that control persons, officers and directors shall be indemnified to
the fullest extent permitted under such law as it may be amended from
time to time. Similarly, as provided in the Colorado Business
Corporation Act, the Articles of Incorporation, as amended provide
that a director shall not be personally liable to the corporation or
its shareholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or to its shareholders; (ii) for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) for acts specified
under Section 7-108-401 et. seq. of the Colorado Business Corporation
Act (or similar provision under any amendment thereto); or (iv) for
any transaction from which the director derived an improper personal
benefit.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See - Exhibits and Exhibit Index following the Signature Page hereof.
Item 9. Undertakings.
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 arising
after the effective date of the 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 the registration statement;
(iii) to include any additional or changed material information
with respect to the plan of distribution.
Except that, with respect to issuers filing a Registration Statement
on Form S-8, subparagraphs (i) and (ii) of this paragraph do not
apply, and the information required in a post- effective amendment is
incorporated by reference from periodic reports filed by the Issuer
under the Exchange Act. 3
(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 which remain unsold
at the termination of the offering.
(4) That for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to 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, as amended, 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 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
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,
Niwot, State of Colorado, on April 29, 2003.
ARETE INDUSTRIES, INC
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(Registrant)
By: /s/ Thomas P. Raabe
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Thomas P. Raabe, Chief Executive Officer
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.
April 29, 2003 /s/ Thomas P. Raabe
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Thomas P. Raabe, Chairman and Chief Financial
and Accounting Officer and
Chief Executive Officer
April 29, 2003 /s/ William W. Stewart
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William W. Stewart, Director, Secretary,
April 29, 2003 /s/ Gerald J. Brandimarte
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Gerald J. Brandimarte, Director, Treasurer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION LOCATION
EX-5 Opinion re: Legality EX-5
EX-23 Consents of experts EX-23.1, and 23.2
and counsel