SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
RECLAMATION CONSULTING AND APPLICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Colorado 84-0703717
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(State or other jurisdiction (I.R.S. Identification No.)
Employer or incorporation)
23832 Rockfield Boulevard, Suite 275
Lake Forest,
California 92630
(Address of principal executive offices) (Zip Code)
Six Written Compensation Contracts
With Consultants
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(Full Title of the Plan)
Gordon W. Davies, Michael C. Davies
23832 Rockfield Boulevard, Suite 275
Lake Forest, California 92630
(Name and address of agent for service)
(949) 609-0590
(Telephone Number, including area code, of agent for services)
+------------------------------------------------------------------------------+
| CALCULATION OF REGISTRATION FEE |
+------------------------------------------------------------------------------+
| | | Proposed | Proposed | |
| Title of | | maximum | maximum | |
| each class | Amount | offering | aggregate | Amount of |
| of securities | to be | price per | offering | registration |
| to be registered | registered(2)| share | price | fee(3) |
|-------------------|--------------|-------------|--------------|--------------|
| Common Stock(1) | 900,000 | $0.025 | $225,000.00 | $20.70 |
| | | | | |
+-------------------|--------------|-------------|--------------|--------------+
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) under the Securities Act
of 1933, as amended. This estimated amount is the closing price
as of August 13, 2002, (which is within 5 business days prior to
the date of the filing of this registration statement).
EXPLANATORY NOTE
This Registration Statement registers 900,000 shares of the
Common Stock (the "Common Stock"),par value $0.01 per share, of
Reclamation Consulting and Applications, Inc. (the "Company")
under Employee and Consultant Compensation Contracts as follows:
150,000 shares of Common Stock to be issued under the Company's
Business Advisory and Consulting Services Compensation Contract
with Consultant Gordon W. Davies; 150,000 shares of Common Stock
to be issued under the Company's Business Advisory and Consulting
Services Compensation Contract with Consultant Michael C. Davies;
200,000 shares of Common Stock issuable under the Company's
Consulting Compensation Contract with Gerald Fuller; 50,000
shares of Common Stock to be issued under the Company's
Consulting Compensation Contract with Nicole Bierens; 125,000
shares of Common Stock to be issued under the Company's
Consulting Contract with Randall Letcavage; 125,000 shares of
Common Stock to be issued under the Company's Consulting Contract
with Rosemary Nguyen; and 100,000 shares of Common Stock to be
issued under the Company's Legal Services Compensation Contract
with Donald G. Davis.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not filed as part of this Registration Statement pursuant to
Note to Part 1 of Form S-8.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
Not filed as part of this Registration Statement pursuant to
Note to Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Reclamation Consulting and Applications, Inc., is subject to
the informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance
therewith files quarterly, annual and periodic reports and other
information with the Securities and Exchange Commission
("Commission"). The Registration Statement, such reports and
other information may be inspected and copies may be obtained, at
prescribed rates, at the Commission's Public Reference Section,
Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549, as
well as the following regional offices: 7 World Trade Center, New
York, New York 10048 and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. The Commission maintains a Website that
contains reports and other information regarding reporting
companies under the Exchange Act, including Reclamation
Consulting and Applications, Inc. at http://www.sec.gov.
The following documents have been filed by Reclamation Consulting
and Applications, Inc. with the Commission and are hereby
incorporated by reference into this prospectus:
- Reclamation Consulting and Applications, Inc. Form 8-K/A
filed on July 19, 2002;
- Reclamation Consulting and Applications, Inc.'s Quarterly
Report filed May 9, 2002 on Form 10-QSB for the three months
ended March 31, 2002;
- Reclamation Consulting and Applications, Inc.'s
Quarterly Report filed February 20, 2002 on form 10-QSB/A
for the three months ended December 31, 2001;
- Reclamation Consulting and Applications, Inc.'s
Quarterly Report filed January 22, 2002 on form 10-QSB/A
for the three months ended September 30, 2001;
- Reclamation Consulting and Applications, Inc.'s Annual
Report filed February 21, 2002, on Form 10-KSB/A for the
twelve months ended June 30, 2001;
All other documents and reports filed pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the termination of this
offering shall be deemed to be incorporated by reference in this
prospectus and to be made a part hereof from the date of the
filing of such reports and 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 prospectus to the
extent that a statement contained herein or in any 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.
Reclamation Consulting and Applications, Inc. will provide
without charge to each person to whom a copy of this Registration
Statement is delivered, upon the written or oral request of such
person, a copy of any or all documents which are incorporated
herein by reference (not including exhibits to such documents,
unless such exhibits are specifically incorporated by reference
in the document which this prospectus incorporates). Requests
should be directed to Mr. Michael C. Davies, Chief Financial
Officer, at Reclamation Consulting and Applications, Inc.'s
principal executive offices located at 23832 Rockfield Boulevard,
Suite 275, Lake Forest, California 92630, telephone number (949)
609-0590.
DESCRIPTION OF SECURITIES
The total number of securities registered hereunder are nine
hundred thousand, (900,000) shares, all of which are common stock
of Reclamation Consulting and Applications, Inc. Reclamation
Consulting and Applications, Inc. is presently authorized to
issue 75,000,000 shares of its Common Stock. As of March 31,
2002, there were 14,086,523 outstanding and subscribed for
shares. The holders of common stock are entitled to one vote per
share on each matter submitted to a vote at any meeting of
shareholders. Shareholders of the Reclamation Consulting and
Applications, Inc. have no preemptive rights to acquire
additional shares of common stock or other securities. The common
stock is not subject to redemption and carries no subscription or
conversion rights. In the event of liquidation of Reclamation
Consulting and Applications, Inc., the shares of common stock are
entitled to share equally in corporate assets after satisfaction
of all liabilities. The shares, when issued, will be fully paid
and non-assessable. A majority of all issued and outstanding
shares shall constitute a quorum for conducting business. The
majority of shares present, in any regular or special meeting
where a quorum is present, may vote in favor of or against any
item of business or election, and shall constitute a majority
approval or disapproval of matters voted upon at any such
meeting. Shares of common stock do not carry cumulative voting
rights. Reclamation Consulting and Applications, Inc. presently
does not pay any dividends and has no foreseeable plan to pay
dividends. There are no special preemptive rights or rights upon
liquidation, other than the normal rights and priorities which
would attach to shares in liquidation pursuant to Colorado State
Law. The shares are not subject to call, liability or assessment.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Donald G. Davis, Esq., of the Law Firm of Davis & Associates,
Inc., has provided legal advice to the Registrant in connection
with the Company's preparation of this Registration Statement,
and has also rendered a legal opinion attached hereto as an
Exhibit, as to the validity and due issuance of the shares of the
Company's Common Stock to be issued and registered hereby. At
the same time, Donald G. Davis is the named Consultant who will
be issued 100,000 shares of the Company's Common Stock in payment
for legal services fully rendered pursuant to the terms of a
written Compensation Contract with the Company, which shares are
being registered hereby. Neither Donald G. Davis, nor the Law
Firm of Davis & Associates has been employed on a contingent
basis. Neither Mr. Davis nor Davis & Associates has or is to
receive a substantial interest, direct or indirect, in
Registrant, nor are either of them connected with Registrant
other than in their role as outside counsel for the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 7-109-101, et al of the Colorado General Corporation Law
provide in general that a corporation may indemnify its
directors, offices, employees or agents against expenditures
(including judgments, fines, amounts paid in settlement and
attorneys' fees) made by them in connection with certain lawsuits
to which they may be made parties by reason of their being
directors, officers, employees or agents and shall so indemnify
such persons against expenses (including attorneys' fees) if they
have been successful on the merits or otherwise. The bylaws of
Reclamation Consulting and Applications, Inc. provide for
indemnification of the officers and directors of Reclamation
Consulting and Applications, Inc. to the full extent permissible
under Colorado law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable. All securities to be offered hereunder are to be
originally issued by Reclamation Consulting and Applications,
Inc. after the filing and pursuant to this Registration
Statement. Shares to be received pursuant to the consulting
agreements upon their subsequent issue are believed to be
registered thereby pursuant to the provisions of this Form S-8
registration.
ITEM 8. EXHIBITS.
4.1 Registrant Articles of Incorporation and Amendments(1)
4.2 Bylaws(1)
5.1 Opinion of The Law Offices of Davis & Associates, Inc.
re: legality
23.1 Consent of Stuart Rubin, C.P.A.
23.2 Consent of The Law Offices of Davis & Associates, Inc.
(included in Exhibit 5.1).
(1) Incorporated by reference to Registrant's Form 10-SB/A-2
filed on April 14, 2000.
ITEM 9. UNDERTAKINGS.
Reclamation Consulting and Applications, Inc. hereby
undertakes:
(a) During any period in which offers or sales are being
made pursuant to this registration or pursuant to a
post-effective amendment to this registration statement, 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.
(b) 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 herein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) 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.
(d) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of Reclamation Consulting
and Applications, Go, Inc.'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 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.
(e) That, insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended, may be permitted to
directors, officers and controlling persons of Reclamation
Consulting and Applications, Inc. pursuant to the foregoing
provisions, or otherwise, Reclamation Consulting and
Applications, Inc. 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, against
such liabilities (other than the payment by Reclamation
Consulting and Applications, Inc. of the expenses incurred or
paid by a director, officer or controlling person of the Company
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, Reclamation
Consulting and Applications, Inc. 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
Pursuant to the requirements of the Securities Act of
1933, Reclamation Consulting and Applications, Inc. certifies
that it has reasonable grounds to believe that it meets all of
the requirements for filing a Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized on August 8, 2002.
RECLAMATION CONSULTING AND APPLICATIONS, INC.
By: /s/ Michael C. Davies
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Michael C. Davies
Its: Principal Financial 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.
August 8, 2002
/s/ Michael C. Davies
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Michael C. Davies
Principal Financial Officer,
Secretary and Director