Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GEO PETROLEUM, INC.
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(Exact Name of Registrant as Specified in Its Charter)
California
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(State or Other Jurisdiction of Incorporation or Organization)
33-0328958
(I.R.S. Employer Identification No.)
18281 Lemon Drive, Yorba Linda, California 92886
(Address of Principal Executive Offices) (Zip Code)
Consulting Services Agreement
with Rodney C. Hill
-----------------------------
(Full Title of the Plan)
Dennis Timpe, 18281 Lemon Drive, Yorba Linda, California 92886
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(Name and Address of Agent for Service)
714.779.9897
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(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
============================== ================== ====================== ======================= =====================
Title of securities Amount Proposed maximum Proposed maximum Amount of
to be registered to be offering price aggregate registration fee
registered(1) per share offering price
- ------------------------------ ------------------ ---------------------- ----------------------- ---------------------
Common Stock, no par value 100,000 $0.20 $20,000.00 $5.28
============================== ================== ====================== ======================= =====================
(1) Consists of shares pursuant to the Consulting Services Agreement with Rodney
C. Hill.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I as to plan
information will be sent or given to employees as specified by Rule 428(b)(1)
and are not required to be filed with this Registration Statement.
PROSPECTUS
This document constitutes part of a prospectus concerning securities that have
been registered under the Securities Act of 1933.
GEO PETROLEUM, INC.
18281 Lemon Drive
Yorba Linda, California 92886
Tel. 714.779.9897
No par value common stock
100,000 shares issuable pursuant to Consulting Services Agreement
This is an offering of shares of the common stock of Geo Petroleum, Inc. which
are being provided to Rodney C. Hill as compensation for his providing
assistance to the Company in preparing its public reports under the Securities
and Exchange Act of 1934 and for providing certain other services as a
consultant to the Company pursuant to a written Consulting Services Agreement
(sometimes referred to herein as the "Plan"). Participation in the Plan is
limited to Mr. Hill as a specified consultant.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is November 26, 2001.
AVAILABLE INFORMATION
We have filed, with the Securities and Exchange Commission, a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended, with respect
to the securities offered by this Prospectus. This Prospectus does not contain
all the information set forth in the Registration Statement, certain items of
which are contained in schedules and exhibits to the Registration Statement, as
permitted by the rules and regulations of the Commission.
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We are subject to the information reporting requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith we file reports
and other information with the Commission. Specifically, we file annual,
quarterly and special reports, proxy statements and other information with the
Commission.You may read and copy any document we file at the Commission's Public
Reference Rooms at Room 1024, 450 Fifth Street N.W., Washington, D.C. 20549;
Everett McKinley Dirksen Building, 219 S. Dearborn Street, Chicago, Illinois
60604; and the Federal Building at 26 Federal Plaza, New York, New York 10278.
Please call the Commission at 1-800-SEC-0330 for further information on the
Public Reference Rooms. You can also obtain copies of our Commission filings by
going to the Commission's website at http://www.sec.gov.
TABLE OF CONTENTS
Available Information.........................................................2
Issuer........................................................................3
The Consulting Services Agreement ("Plan") ...................................4
Purpose of the Plan...........................................................4
Who May Participate in the Plan...............................................4
Duration of the Plan..........................................................4
Administration of the Plan....................................................4
Transfer of Shares Acquired Pursuant to the Plan .............................5
Use of Appendices to Update Prospectus .......................................5
Incorporation of Certain Information by Reference Prospectus .................5
NO PERSON HAS BEEN AUTHORIZED BY THE COMPANY TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION
WITH THE OFFER MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY STATE IN WHICH
AN OFFER OR SOLICITATION IS NOT AUTHORIZED BY THE LAWS THEREOF. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALES MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
Statements and descriptions herein concerning agreements or other documents
filed as exhibits to the Registration Statement filed in connection with this
Prospectus are necessarily summaries of such documents and are qualified in
their entirety by reference to the complete text of the applicable document
filed with the Commission, which text is incorporated in this Prospectus by
references to such agreements or documents.
ISSUER
We are the issuer of the shares of common stock proposed to be issued pursuant
to the Consulting Services Agreement with Rod Hill. Geo Petroleum, Inc. is a
California corporation formed in 1986 by Gerald T. Raydon, who, until December
15, 1999, was our chief executive officer and majority shareholder. We were
formed primarily to develop a large tar sand deposit in Ventura County,
Californiaand to engage in the oil field waste disposal business. Our principal
place of business is located at 18281 Lemon Drive, Yorba Linda, California
92886. Our telephone number is (714) 779-9897 and our facsimile number is (714)
779-0814.
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Since August 1996, the shares of our common stock have been traded on the
Electronic Bulletin Board of the National Association of Securities Dealers,
Inc. In December 1999, the common stock was removed from the Electronic Bulletin
Board by action of the manager thereof, and commenced trading in the
over-the-counter market (pink sheets); on November 30, 2000 our shares resumed
trading on the Electronic Bulletin Board under the symbol GOPL.OB. We are
authorized to issue 100,000 shares of no par value preferred stock and
50,000,000 shares of no par value common stock. At September 30, 2001, we had no
shares of preferred stock issued or outstanding and 17,839,423 shares of our
common stock issued and outstanding.
We participate in an industry that is characterized by competitive pressure,
changes in the prices of oil and gas on a world-wide basis, federal, state, and
local regulations governing production and development of its oil and gas
reserves and compliance with various environmental laws and regulations. Our
results of operations are affected by a wide variety of factors, including world
events, general economic conditions, changes in average selling prices over the
productive life of oil and gas reserves, the timing of production from new and
existing proved developed and undeveloped reserves by the company, its
competitors, and others, the ability to produce sufficient quantities of oil and
gas reserves in a timely manner, and the timely implementation of new and
alternative reserve recovery process technologies. Based on the factors noted
herein, we may experience substantial period-to-period fluctuations in future
operating results.
Reorganization of the Company.
In 1998, we filed for protection under Chapter 11 of the U.S. Bankruptcy Code.
In December, 1999 we emerged from bankruptcy under a plan which, among other
things, provided for the issuance of approximately 1,900,000 shares of our
common stock to our creditors, relinquishment by Mr. Raydon and certain
affiliates of claims to 1.39 million shares of common stock in favor of our
creditors, and a change in our management. Pursuant to the Plan of
Reorganization, during the year 2000 we issued 803,674 shares of our common
stock to our creditors and we are required toissue an additional 1,096,326
shares to our creditors. We expect to issue such shares during the first half of
2001. Present management was installed as part of our reorganization. At the
time of our bankruptcy filing, we had sold or otherwise transferred a
substantial portion of our oil and gas holdings and had interests in
approximately 2,230 gross acres (2,030 net acres) of oil and gas leases or
mineral rights, of which approximately 1,630 gross acres (1,410 net acres) were
developed for oil and gas production and approximately 600 gross and net acres
were undeveloped. After emerging from bankruptcy, our oil and gas holdings were
approximately 2,000 gross and 1,830 net acres.
Shortly before filing the petition for reorganization in the bankruptcy court,
we sold for cash, and relief of indebtedness and other obligations, all of our
interests in our Bandini and East Los Angeles oil and gas properties. Such
properties had produced approximately 89% of our oil production and 95% of our
production of natural gas during the calendar year 1998 (the year during which
such properties were sold). We also reduced the carrying cost of our remaining
oil and gas properties. These items resulted in the decrease in the carrying
value of these properties from approximately $6,343,000 at December 31, 1997 to
$0 at December 31, 1998. The rapidly declining prices received for oil and gas
production caused the present value of net future cash flows to be zero.
Consequently, even though the current estimated future cash flows from our
properties exceed the carrying value of our properties, the properties are
carried on our books at nominal value.
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Since we emerged from bankruptcy, our income from operations has not been
sufficient to maintain the company. At year-end 2000, only our waste disposal
facility was producing significant revenues. We are now generating some reveune
from oil and gas sales, as well as increased revenues from our waste water
disposal services.
THE CONSULTING AGREEMENT ("PLAN")
Purpose of the Plan. We are issuing a total of 100,000 shares of our common
stock to Rodney C. Hill, a consultant to the company, upon the effectiveness of
this Registration Statement pursuant to an agreement between Mr. Hill and the
company approved by our Board of Directors. Mr. Hill is being issued those
shares of our common stock pursuant to written agreement he has with us to
provide legal services and advice (the "Plan"). The agreement is intended to
compensate Mr. Hill as a consultant for his consulting services with securities
instead of cash, which we believe is advantageous to both the company and its
shareholders. A copy of our agreement with Mr. Hill is filed as an exhibit to
the Registration Statement.
Duration of the Plan. Mr. Hill agreed to provide his expertise and advice to us
on a non-exclusive basis for one calendar year commencing June 1, 2000 and
terminating June 1, 2001. Mr. Hill has performed all services required to be
performed by him pursuant to that agreement.
Who May Participate in the Plan. Only Mr. Hill may participate in the Plan.
Administration of the Plan. The Plan will be administered by our Board of
Directors.
TRANSFER OF SHARES ACQUIRED PURSUANT TO
THE CONSULTING SERVICES AGREEMENT
This Prospectus is not available for reoffers or resales of securities acquired
pursuant to the Consulting Services Agreement by affiliates of the company. An
"affiliate" is defined in Rule 405 under the Securities Act as being a person
who, directly or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the company. Generally speaking,
any officer or director of the company or any beneficial owner of 10% or more of
the outstanding shares of the company would normally be considered an affiliate
of the company.
Affiliates of the company can resell securities acquired pursuant to the
Consulting Services Agreement covered hereby only pursuant to a separate
prospectus filed with a separate registration statement filed by the company, or
pursuant to Rule 144 under the Securities Act. Such restrictions do not apply to
resales of securities acquired by non-affiliates of the company.
Each director and officer of the company and each person who owns beneficially
more than 10% of its common stock is required by Section 16(a) of the Exchange
Act to file with the Commission a Form 3 Initial Statement of Beneficial
Ownership of Securities. Generally speaking, any change in ownership of the
company's stock by any such person must be reported on a Form 4 Statement of
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Changes in Beneficial Ownership of Securities within 10 days after the close of
the calendar month in which it occurs. Finally, each person who at any time
during the fiscal year was subject to Section 16(a) will be required to file a
Form 5 Annual Statement of Changes in Beneficial Ownership of Securities within
45 days following the end of the company's fiscal year, to report previously
unreported exempt transactions as well as holdings and transactions that should
have been reported during the fiscal year but were not.
The persons required to file reports under Section 16(a), as discussed above,
are subject to the provisions of Section 16(b) of the Exchange Act, which
provides, in effect, that any profit made as a result of purchases and sales, or
sales and purchases, of the company's stock in any six-month period belongs to
the company. It is important to know that the six-month period is calculated
from the date of any transaction, and may be carried backward as well as
forward. Although awards of stock options generally are considred equivalent to
purchases of the underlying stock, such awards under an approved stock option
plan are generally exempt from Section 16(b) pursuant to Rule 16b-3 under the
Exchange Act.
USE OF APPENDICES TO UPDATE PROSPECTUS
This Prospectus may be updated by furnishing participants in the Consulting
Services Agreement who have received a copy of this Prospectus with appendices
to the Prospectus, in which event the Prospectus itself will not be furnished to
the participant. The company's annual report to stockholders will not be
furnished to participants who otherwise receive the report. Nothwithstanding the
foregoing, the company will, upon receipt of a request therefor from a
participant, furnish to such participant, without charge, copies of the
Prospectus and annual report.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We incorporate in this Prospectus by reference the following documents which
have been filed with the Commission:
(a) Our latest Annual Report on Form 10-KSB filed with the Securities and
Exchange Commission on April 13, 2001;
(b) Our latest Quarterly Report on Form 10-QSB filed with the Securities
and Exchange Commission on November 21, 2001;
(c) All reports of the company filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, since the fiscal year
ended December 31, 2000;
(d) All other documents filed by the company after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment
to this Registration Statement which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of
filing such documents; and
(e) The description of the company's common stock contained in the Form
10-SB Registration Statement filed by us with the Securities and
Exchange Commission on April 25, 2000, as amended through the date
hereof.
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A copy of one of the following has been delivered to Mr. Hill, the sole
participant in the Consulting Services Agreement:
(a) the company's annual report to security holders for its latest fiscal
year;
(b) the company's annual report on Form 10-K for its latest fiscal year; or
(c) the company's latest prospectus containing audited financial statements
for its latest fiscal year.
We will deliver to Mr. Hill, if he does not otherwise receive such material
copies of all reports, proxy statements and other communications distributed to
the company's security holders generally, no later than the time such material
is sent to security holders.
We will provide documents incorporated by reference herein and documents to be
delivered to Mr. Hill as described above upon oral or written request at no cost
to the requester. Our telephone number for oral requests for information is
714.779.9897.
AVAILABLE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").You
may read and copy any document we file at the Commission's Public Reference
Rooms in Washington, D.C., New York, New York, and Chicago, Illinois. Please
call the Commission at 1-800-SEC-0330 for further information on the Public
Reference Rooms. You can also obtain copies of our Commission filings by going
to the Commission's website at http://www.sec.gov. We have filed with the
Commission a Registration Statement on Form S-8 to register the shares of our
common stock issued pursuant to the Plan. This Prospectus is part of that
Registration Statement and, as permitted by the Commission's rules, does not
contain all of the information set forth in the Registration Statement. For
further information with respect to us or our common stock, you may refer to the
Registration Statement and to the exhibits filed as part of the Registration
Statement. You can review a copy of the Registration Statement and its exhibits
at the public reference room maintained by the Commission and on the
Commission's website as described above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We incorporate the following documents by reference in this Registration
Statement:
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(a) Our latest Annual Report on Form 10-KSB for the year ended
December 31, 2000, filed with the Securities and Exchange Commission on
April 13, 2001;
(b) Our latest Quarterly Report on Form 10-QSB filed with the
Securities and Exchange Commission on November 21, 2001;
(c) All reports of the company filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since
the fiscal year ended December 31, 2000; and
(d) All other documents filed by the company after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement which de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing such documents.
Item 4. Description of Securities. Not applicable.
Item 5. Interests of Named Experts and Counsel. No "expert", as that term is
defined pursuant to Regulation Section 228.509(a) of Regulation S-B, or the
company's "counsel", as that term is defined pursuant to Regulation Section
228.509(b) of Regulation S-B, was hired on a contingent basis, or will receive a
direct or indirect interest in the company, or was a promoter, underwriter,
voting trustee, director, officer, or employee of the company, at any time prior
to the filing of this Registration Statement.
Item 6. Indemnification of Directors and Officers. Section 309 of the California
General Corporation Law provides that a person who performs the duties of a
director in good faith, in a manner he or she believes to be in the best
interests of the company and with such care, including reasonable inquiry, as an
ordinarily prudent person in a like position would use under similar
circumstances, and in reliance upon information prepared be certain persons,
including counsel and accountants of the company.
As permitted by California law, the Company's Articles of Incorporation and
bylaws provide certain rights of indemnification to the officers and directors
of the Company.
The Articles of Incorporation of the Company provide, in part, that:
(a) The liability of directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under
California law.
(b) The corporation is authorized to provide indemnification of agents,
as defined in Section 317 of the California Corporations Code,
through bylaw provisions, agreements with agents, vote of
shareholders or disinterested directors, or otherwise, which
indemnification may be in excess of the indemnification otherwise
permitted by Section 317 of the California Corporations Code with
respect to actions for breaches of duty to the corporation and its
shareholders.
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(c) Any amendment, repeal, or modification of any provision of this
Article Vshall not adversely affect any right or protection of an
agent of thiscorporation existing at the time of such amendment,
repeal or modification.
The Bylaws of the Company provide for additional indemnification in Article 16
thereof, which is incorporated herein by this reference.
Insofar as indemnification for liabilities occurring pursuant to the provisions
of the Securities Act of 1933 may be permitted as to directors, officers, or
persons controlling the company pursuant to the foregoing provisions, the
company has been informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in that
Act and, therefore, is unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
3.1 Articles of Incorporation*
3.2 Bylaws*
5 Opinion of Stepp Law Group
10.1 Consulting Services Agreement with Rodney C. Hill
23.1 Consent of Stepp Law Group (contained in its
opinion filed as Exhibit 5 to this Registration Statement)
23.2 Consent of Kelly & Company
*Previously filed as exhibits to the Company's Form 10-SB filed with the
Securities and Exchange Commission on June 21, 1996.
Item 9. Undertakings.
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;
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(ii) to specify in the prospectus any facts or events occurring 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 specified in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of the securities offered would
not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be specified in the form of
prospectus filed with the Securities and Exchange Commission pursuant to Rule
424(b) (Section 230.424(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; provided, however, that paragraphs (1)(i) and
(1)(ii) shall not apply if the information required to be included in a
post-effective amendment by those clauses is specified in periodic reports filed
by the Company pursuant to the provisions of Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference 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.
(2) That, for the purpose of determining any liability pursuant to the
Securities Act, 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 offered 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.
The company hereby undertakes that, for purposes of determining any liability
pursuant to the Securities Act, each filing of the company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) 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.
Insofar as indemnification for liabilities arising pursuant to the Securities
Act may be permitted to directors, officers and controlling persons of the
company pursuant to the foregoing provisions, or otherwise, the company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by 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 that matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by the company is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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POWER OF ATTORNEY
The company, as the registrant hereunder, and each person whose signature
appears below, hereby appoints Dennis Timpe as attorney-in-fact, with full power
of substitution, to execute, in the name and on behalf of the company and on
behalf of each person, individually and in each capacity stated below, one or
more post-effective amendments to this Registration Statement as the
attorney-in-fact, and to file any such post-effective amendments to this
Registration Statement with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Act, the company certifies it has
reasonable grounds to believe that the company satisfies 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 authorized, in the City
of Yorba Linda, California, on this 26th day of November, 2001.
GEO PETROLEUM, INC., a California corporation
/s/ Dennis Timpe
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Dennis Timpe, Director and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on November 26, 2001, who are the directors of the registrant's board of
directors and who shall administer and enforce the Consulting Services Agreement
with Rodney C. Hill.
Signature and Title
/s/ Dennis Timpe
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Director and Chief Operating Officer
/s/ Lori Timpe-Long
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Director and Secretary-Treasurer