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)
Nevada 73-1552304
(State of Incorporation) (I.R.S. Employer ID No.)
5725 S. Valley View Blvd., Suite 3, Las Vegas, Nevada 89118
(Address of Principal Executive Offices) (Zip Code)
Consulting and Legal Services Plan
(Full title of the Plan)
Chapman & Flanagan, Ltd.
777 N. Rainbow Blvd., Suite 390
Las Vegas, NV 89107
(Name and address of agent for service)
(702) 650-5660
(Telephone number, including area code, of agent for service)
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 3,600,000 $0.05 $180,000.00 $16.55
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 12, 2002.
PART I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information
The Company is offering shares of its common stock to various
individuals for consulting and legal services performed on the
Company's behalf. This issuance of shares is being made pursuant
to a Consulting and Legal Services Plan adopted by the Board of
Directors on September 10, 2001. The Board has equated this
number of shares to the value of the legal or consulting services
provided or to be provided by these individuals. The shares
issued hereunder to eligible participants who are not affiliates
of the Company as defined in Rule 405 of the Securities Act will
not be subject to any resale restrictions. The Plan is not
qualified under ERISA.
The consulting services for which these shares are being issued
are not in connection with any offer of 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.
Incorporated by reference into this Registration Statement are
the contents of the Company's Registration Statement on Form S-8,
and the Company's Annual Report on Form 10-KSB for the period
ended December 31, 2001, the Company's Quarterly Reports on Form
10-QSB for the period ended March 31, 2001, June 30, 2001, and
September 30, 2001, the Company's Current Reports filed on Form 8-
K filed on March, 13, 2001, June 19, 2001, and July 6, 2001, and
the Company's Proxy Statement filed on June 18, 2001. All
documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, after the date of this Registration
Statement and prior to the termination of the offering shall be
deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such
Registration Statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document
incorporated or deemed to be 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 which also is
or is 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.
The Company will provide without charge to each person to whom a
copy of this Registration Statement is delivered, on the written
or oral request of such person, a copy of any or all of the
documents referred to above which have been or may be
incorporated by reference into this Registration Statement, other
than certain exhibits to such documents. Requests for such
copies shall be directed to Shareholder Relations, Hydro
Environmental Resources, Inc., 5725 S. Valley View Blvd., Suite
3, Las Vegas, Nevada, telephone (702) 597-9070.
Item 4. Description of Securities.
Not applicable
Item 5. Interest of Named Experts and Counsel.
A portion of 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.
Number Description
4.1 The Company's Articles of Incorporation, which define the
rights of holders of the equity securities being registered.
(Incorporated by reference to Exhibit 3.1 of the Company's
quarterly report on Form 10-QSB filed on August 20, 2001.)
4.2 The Company's By-Laws, which define the rights of holders of
the equity securities being registered. (Incorporated by
reference to Exhibit 3.2 of the Company's quarterly report on
Form 10-QSB filed on August 20, 2001.)
4.3 Articles of Merger (Nevada). (Incorporated by reference to
Exhibit 3.3 of the Company's quarterly report on Form 10-QSB
filed on August 20, 2001.)
4.4 Certificate of Merger (Oklahoma). (Incorporated by
reference to Exhibit 3.4 of the Company's quarterly report on
Form 10-QSB filed on August 20, 2001.)
5.1 Opinion of Counsel, Chapman & Flanagan, Ltd. (Filed
herewith.)
23.1 Consent of Cordovano and Harvey, P.C., Certified Public
Accountants. (Filed herewith.)
23.2 Consent of Counsel. (Included in Exhibit 5.1.)
Item 9. Undertakings.
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 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 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
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 Las Vegas, Nevada, on March 12, 2002.
(Registrant) Hydro Environmental Resources, Inc.
By (Signature and Title) /s/ Jack H. Wynn
Jack H. 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 H. Wynn President, March 12, 2002
Jack H. Wynn Secretary/Treasurer
and Director
/s/ John Wheeler Director March 12, 2002
John Wheeler
/s/ David A. Youngblood Director March 12, 2002
David A. Youngblood
PART III
INDEX TO EXHIBITS
Number Description
4.1 The Company's Articles of Incorporation, which
define the rights of holders of the equity
securities being registered. (Incorporated by
reference to Exhibit 3.1 of the Company's
quarterly report on Form 10-QSB filed on August
20, 2001.)
4.2 The Company's By-Laws, which define the rights of
holders of the equity securities being registered.
(Incorporated by reference to Exhibit 3.2 of the
Company's quarterly report on Form 10-QSB filed on
August 20, 2001.)
4.3 Articles of Merger (Nevada). (Incorporated by
reference to Exhibit 3.3 of the Company's
quarterly report on Form 10-QSB filed on August
20, 2001.)
4.4 Certificate of Merger (Oklahoma). (Incorporated
by reference to Exhibit 3.4 of the Company's
quarterly report on Form 10-QSB filed on August
20, 2001.)
5.1 Opinion of Counsel, Chapman & Flanagan, Ltd.
(Filed herewith.)
23.1 Consent of Cordovano and Harvey, P.C., Certified
Public Accountants. (Filed herewith.)
23.2 Consent of Counsel. (Included in Exhibit 5.1.)