As filed with the Securities and Exchange Commission on August 12, 2004
File Number 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
CAPCO ENERGY, INC.
(Exact Name of Registrant as Specified in its Charter)
Colorado 84-0846529
(State or Other Jurisdiction of (IRS Employer ID No.)
Incorporation or Organization)
4800 Sugar Grove Blvd., Suite 601
Stafford, Texas 77477
(Address of Principal Executive Offices)
1999 Incentive Equity Plan
(Full Title of the Plans)
Ilyas Chaudhary
Chief Financial Officer
12241 Newport Avenue, Suite 221
Santa Ana, California 92705
(Name and Address of Agent for Service)
(714) 734-6876
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee(1)
Options/Common 4,000,000 $0.250 $1,000,000.00 $126.70
Stock
Options/Common 4,400,000 $0.125 $ 550,000.00 $ 69.69
Stock
Options/Common 7,480,000 $0.063 $ 471,240.00 $ 59.71
Stock
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Total 15,880,000 N/A $2,021,240.00 $256.10
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(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information.*
ITEM 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from the Registration Statement in accordance with Rule 428 under the
Securities Act of 1933, as amended, and the Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents previously filed by Capco Energy, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:
(a) The Company's annual report on Form 10-KSB for the fiscal year
ended December 31, 2003;
(b) All other reports of the Company filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of
the fiscal year covered by the report described in (a) above;
(c) The Company's Registration Statement number 2-73529 in which there
is described the terms, rights and provisions applicable to the Company's
outstanding Common Stock, and all amendments and reports filed for the purpose
of updating that description; and
(d) All documents subsequently filed by the Company pursuant to
Sections 13 (a), 13 (c), 14 and 15 (d) of the Securities and Exchange Act of
1934, as amended, 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 and to be part hereof from the date of filing of such documents.
ITEM 4. Description of Securities.
Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not applicable.
ITEM 6. Indemnification of Directors and Officers.
Section 7-109-101, et seq., of the Colorado Business Corporation Act
generally provides that a corporation may indemnify its directors, officers,
employees, fiduciaries and agents against liabilities and reasonable expenses
incurred in connection with any threatened, pending, or completed action, suit
or proceeding, whether formal or informal (a "Proceeding"), by reason of being
or having been a director, officer, employee, fiduciary or agent of the
corporation, if such person acted in good faith and reasonably believed that his
conduct, in his official capacity, was in the best interests of the corporation,
and in all other cases his conduct was at least not opposed to the corporation's
best interests. In the case of a criminal proceeding, the director, officer,
employee, fiduciary or agent must have no reasonable cause to believe his
conduct was unlawful.
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Under Colorado Law, the corporation may not indemnify a director, officer,
employee, fiduciary or agent in connection with a Proceeding by or in the right
of the corporation if the director is adjudged liable to the corporation, or in
a Proceeding in which the director, officer, employee or agent is adjudged
liable for an improper personal benefit.
The Company's Article of Incorporation and By-Laws provide that the Company
shall indemnify its officers and directors to the full extent permitted by the
law. The indemnification provisions in the Company's By-Laws are substantially
similar to the provisions of Section 7-109-101, et seq. The Company has entered
into agreements to provide indemnification for the Company's directors and
certain officers consistent with the Company's Articles of Incorporation and
By-Laws.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
Exhibit
Number Title
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4.1 Articles of Incorporation of the Company (filed as Exhibit 4 to the
Company's Registration Statement number 2-73529, and all amendments and
reports filed for the purpose of updating the description of the Articles
of Incorporation).
4.2 By-Laws of the Company (filed as Exhibit 5 to the Company's Registration
Statement number 2-73529, and all amendments and reports filed for the
purpose of updating the description of the By-Laws).
5 Opinion of William J. Hickey, Esq., as to the validity of the Securities
registered hereunder.
10.1 1999 Incentive Equity Plan (incorporated by reference to the Company's
definitive proxy statement filed December 2, 1999)
23.1 Consent of William J. Hickey, Esq.(set forth in the opinion filed as
Exhibit 5 to this Registration Statement).
23.2 Consent of Stonefield Josephson, Inc., Certified Public Accountants.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(A) (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
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(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 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 on the
plan of distribution; provided, however, that paragraphs (A)(1)(i) and
(A)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 that are incorporated by reference 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 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
related 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) The undersigned Registrant hereby undertakes that, 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 provisions described in Item 6 of this Registration Statement,
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.
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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 of filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, in the city of Santa
Ana, State of California on August 12, 2004.
CAPCO ENERGY INC.
/s/ Ilyas Chaudhary
By:-------------------------
Ilyas Chaudhary
Chief Executive Officer
and Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates indicated.
Signatures Title Date
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/s/ Ilyas Chaudhary Chairman of the Board, August 12, 2004
- --------------------- and Chief Executive Officer
Ilyas Chaudhary (Principal Executive Officer)
/s/ J. Michael Myers President and Director August 12, 2004
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J. Michael Myers
/s/ Ilyas Chaudhary Chief Financial Officer August 12, 2004
- ---------------------- (Principal Financial and
Ilyas Chaudhary Accounting Officer)
/s/ William J. Hickey Secretary and Director August 12, 2004
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William J. Hickey
/s/ Paul Hayes Director August 12, 2004
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Paul Hayes
/s/ Irwin M. Kaufman Director August 12, 2004,
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Irwin M. Kaufman
/s/ Dennis Staal Director August 12, 2004
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Dennis Staal
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EXHIBIT INDEX
The following Exhibits are filed as part of this Registration Statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:
Exhibit Number
In Registration
Statement Description
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4.1 Articles of Incorporation of the Company (filed as Exhibit 4 to the
Company's Registration Statement number 2-73529, and all amendments and
reports filed for the purpose of updating the description of the Articles
of Incorporation).
4.2 By-Laws of the Company (filed as Exhibit 5 to the Company's Registration
Statement number 2-73529, and all amendments and reports filed for the
purpose of updating the description of the By-Laws).
5 Opinion of William J. Hickey, Esq., as to the validity of the Securities
registered hereunder.
10.1 1999 Incentive Equity Plan (incorporated by reference to the Company's
definitive proxy statement filed December 2, 1999)
23.1 Consent of William J. Hickey, Esq.(set forth in the opinion filed as
Exhibit 5 to this Registration Statement).
23.2 Consent of Stonefield Josephson, Inc., Certified Public Accountants.
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