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.
(Exact name of registrant as specified in its charter)
Oklahoma 000-27825 73-1533326
(State of Incorporation) (SEC File No.) (I.R.S. Employer ID No.)
2006 Oak Creek Place, Hayward, California 94541
(Address of Principal Executive Offices) (Zip Code)
Legal Services Plan
(Full title of the Plan)
Frederick K. Slicker
8908 South Yale Avenue, Suite 410
Tulsa, Oklahoma 74137
(Name and address of agent for service)
(918) 481-0167
(Telephone number, including area code, of agent for service)
With a copy to:
Chapman & Flanagan, Ltd.
2080 E. Flamingo Rd., Suite 112
Las Vegas, NV 89119
(702) 650-5660
Fax: (702) 650-5667
Calculation of Registration Fee
Title of Amount to Proposed Proposed Amount of
Securities be Maximum Aggregate Registration
to be Registered Offering Offering Fee
Registered Price Per Price
Share (1)
Common 200,000 $0.313 $62,600.00 $ 15.65
Stock Shares
(1) The Offering Price is used solely for purposes of estimating
the registration fee pursuant to Rules 457(c) and 457(h)
promulgated pursuant to the Securities Act of 1933. The Offering
Price is estimated as the average of the bid and asked prices on
March 2, 2001.
Part I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information
The Company is offering the following shares of its common stock
to the following individuals for their legal services performed
on the Company's behalf. The issuance of these shares are being
made pursuant to a Legal Services Plan (the "Plan") adopted by
the Board of Directors on March 2, 2001. The Board has equated
these number of shares to the value of the legal services
provided by these individuals. The shares issued hereunder will
not be subject to any resale restrictions. The Plan is not
qualified under ERISA. The following individuals will receive the
number of shares listed next to their names:
Daniel G. Chapman 100,000 shares for legal
services
Sean P. Flanagan 100,000 shares for legal
services
The legal services for whom these shares are being issued are not
in connection with any offer or sale of securities in a capital
raising transaction and does not directly or indirectly promote
or maintain a market for the securities of the Company.
Item 2. Registrant Information and Employee Plan Annual
Information
The participants shall be provided a written statement notifying
them that upon written or oral request they will be provided,
without charge, (i) the documents incorporated by reference in
Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and
shall include the address (giving title or department) and
telephone number to which the request is to be directed.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following are hereby incorporated by reference:
(a) The registrant's Articles of Incorporation as
filed with the amended Form 10-SB on March 22,
2000.
(b) The registrant's By-Laws as filed with the amended
Form 10-SB on March 22, 2000.
(c) The registrant's Form 10-KSB for the year ended
December 31, 1999, filed on March 31, 2000.
(d) The registrant's Form 10-QSB for the period ended
March 31, 2000, filed on June 29, 2000.
(e) The registrant's Form 10-QSB for the period ended
June 30, 2000, filed on August 15, 2000.
(f) The registrant's Form 10-QSB for the period ended
September 30, 2000, filed on November 14, 2000.
(g) All other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the
fiscal year covered by the registration documents
referred to above.
Item 4. Description of Securities.
Common Stock, $0.001 par value per share.
Item 5. Interest of Named Experts and Counsel.
The shares being registered herein are being issued to the
Registrant's attorneys for services provided to the Registrant.
Neither the Registrant's Accountants nor any other experts named
in the registration statement has any equity or other interest in
the Registrant.
Item 6. Indemnification of Directors and Officers.
The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions
not amounting to intentional misconduct, fraud, or a knowing
violation of the law, since provisions have been made in the
Articles of Incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.
The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where the Company has failed or
refused to observe the law.
Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The rights of common shareholders are defined in the Registrant's
Articles of Incorporation which have been incorporated into this
Registration Statement by reference (see Item 3, Part II). The
Registrant does not intend for this Plan to be qualified under
ERISA, and does not, therefore, intend to comply with the terms
of ERISA.
Item 9. Undertaking.
The registrant makes the following undertakings:
(a) 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;
ii) to reflect any facts or events which,
individually or together, represent a fundamental
change in the information in the registration
statement;
iii) 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) 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.
(b) 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 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.
(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 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 indemnification is permitted to directors, officers
and controlling personas 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 the 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 of
such corporation it is the opinion of the SEC that any
such indemnification is against public policy.
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 authorize, in the City of Hayward, State of
California, on 3/02, 2001.
(Registrant) Hydro Environmental Resources, Inc.
By (Signature and Title) /s/ Jack Wynn
Jack Wynn, President and Director
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 Date
/s/ Jack Wynn President, Secretary, March 2, 2001
Jack Wynn Treasurer, and Director
PART III
INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT
5 Opinion re: Legality
23.1 Consent of Chapman & Flanagan, Ltd. (included
in exhibit 5)
23.2 Consent of Independent Auditors