PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan
Annual Information.*
*Information required by Part 1 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Rhino Corporation,
Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") are incorporated by reference
herein:
(a) the Company's annual report on Form 10-KSB for the
fiscal year ended December 31, 2000 (Commission File No. 0-
29403):
(b) all other reports filed by the Company pursuant to
Section 13(a) or Section 15 (d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), since December
31, 2000 through the date hereof; and
(c) any document filed by the Company with the
Commission pursuant to Sections 13(a), 13( c), 14 or 15(d)
of the Exchange Act subsequent to the date hereof, but prior
to the filing of a post-effective amendment to this
Registration Statement which indicates that all shares of
Common Stock registered hereunder have been sold or that
deregisters all such shares of common Stock then remaining
unsold, such documents being deemed to be incorporated by
reference herein 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 Officer
The Certificate of Incorporation of the Company
provides that all directors, officers, employees and agents
of the Company shall be entitled to be indemnified by the
Company to the fullest extent permitted by law. The
Certificate of Incorporation also provides as follows:
The corporation shall, to the fullest extent permitted
by the Act, as the same may be amended and supplemented,
indemnify all directors, officers, employees, and agents of
the corporation whom it shall have power to indemnify
thereunder from and against any and all of the expenses,
liabilities, or other matters referred to therein or covered
thereby.
Such right to indemnification or advancement of
expenses shall continue as to a person who has ceased to be
a director, officer, employee, or agent of the corporation,
and shall inure to the benefit of the heirs, executives, and
administrators of such persons. The indemnification and
advancement of expenses provided for herein shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement may be entitled under any
bylaw, agreement, vote of stockholders or of disinterested
directors or otherwise. The corporation shall have the right
to purchase and maintain insurance on behalf of its
directors, officers, and employees or agents to the full
extent permitted by the Act, as the same may be amended or
supplemented.
Commission Policy
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the "Act") may be
permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, or otherwise,
the Company 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.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibits to this registration statement are listed
in the index to Exhibits on page 8.
Item 9. Undertakings
(a) 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 1933:
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this 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 this
Registration Statement:
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to
such information in this Registration Statement; provided,
however, that paragraph (1)(i) and (I)(ii) do not apply if
the information required to be included in a post-effective
amendment by those paragraph is contained in periodic
reports filed by the Company pursuant to Section 13 or
Section 15 (d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendments 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.
To remove from registration by mean of a post-
effective amendment any of the securities being registered
hereunder that remain unsold at the termination of the
offering.
The undersigned Company hereby undertakes that
for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13 (a) or Section 15 (d) of the
Securities and 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.
(3) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Company
pursuant to the above-described provisions or otherwise, the
Company has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities act of 1933 and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Company of 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, the Company
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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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 a
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 Dallas, State of Texas on August
30, 2001.
Rhino Enterprises Group, Inc.
By /s/ Robert W. Moehler
-----------------------------
Robert W. Moehler President
Each person whose signature appears below hereby constitutes
and appoints Robert W. Moehler as his true and lawful
attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name,
place and stead in any and all capacities to sign any and
all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 and to file the same,
with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission
under the Securities Act of 1933. 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.
Signature Title Date
/s/ Robert W. Moehler
---------------------
Robert W. Moehler President & Director August 30, 2001
/s/ Daniel H. Weaver
--------------------
Daniel H Weaver Executive VP Finance, August 30, 2001
Secretary, Director
/s/George W. Flinn
------------------
George W. Flinn Director August 30, 2001
/s/Joe H. Glover
----------------
Joe H. Glover Director August 30, 2001
INDEX TO EXHIBITS
Exhibit Description
NO.
4.1 Advisory and Consulting Agreements
5.1 Opinion of Counsel, regarding the legality of the
securities registered hereunder.
23.1 Consent of Independent Public Accountants.
Consent of Counsel (included as part of Exhibit
5.1)
Exhibit 4.1 Advisory and Consulting Agreements
Number of Shares/Options
4.1 (a) 175,000
4.1 (b) 75,000
4.1 (c) 100,000
4.1 (d) 100,000
4.1 (e) 100,000