SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
DALECO RESOURCES CORPORATION
(EXACT NAME OF REGISTRANT SPECIFIED IN ITS CHARTER)
NEVADA 23-2860734
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
120 NORTH CHURCH STREET, WEST CHESTER, PENNSYLVANIA 19380
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE AND ZIP CODE)
(FULL TITLE OF THE PLAN)
C. WARREN TRAINOR, ESQUIRE, C/O EHMANN, VAN DENBERGH & TRAINOR, P.C.
TWO PENN CENTER PLAZA, SUITE 220, PHILADELPHIA, PENNSYLVANIA 19102
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
215-851-9800
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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TITLE OF
SECURITIES AMOUNT PROPOSED MAXIMUM AMOUNT OF
TO BE TO BE OFFERING PRICE PER PROPOSED MAXIMUM REGISTRATION
REGISTERED REGISTERED SHARE(1) AGGREGATE OFFERING PRICE FEE(2)
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Common
Stock (Par
Value $0.01) 100,000 $0.25 $25,000 $2.95
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(1) This price was fixed based on an agreed contractual agreement for the
issuance of shares in exchange for services at $0.25 per share.
(2) Registration Fee computed consistent with 15 U.S.C. ss.77(f) and 17 CFR
ss.230.457.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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ITEM #1
(b) Securities to be offered:
1) This Registration Statement covers 100,000 shares of Common Stock, par
value $.01, of Daleco Resources Corporation, a Delaware corporation,
issued Mr. Smith for his services in helping the to facilitate the
Company's retirement of its Class A Common stock and the resulting law
suit by the holders thereof. The Stock is issued in exchange for $25,000
of services at $0.25 per share pursuant to Rule 701 under the Securities
Act of 1933. No fractional shares are to be issued, with any fractional
share rounded down to the next whole share.
2) The person covered hereby are:
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NAME OF RE-OFFEROR NUMBER OF SHARES
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Thomas R. Smith 100,000
133 West Hillendale
Kennett Square, PA 19348
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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ITEM #3 INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in the registration
statement:
(a) The registrant's latest annual report on Form 10-KSB for the period ending
September 30, 2004, dated January 12, 2005 and filed January 12, 2005.
(b) The registrant's Form 10-QSB dated August 15, 2005 for the quarter ending
June 30, 2005.
(c) The registrants Form 10-QSB dated May 16, 2005 for the quarter ending
March 31, 2005.
(d) The registrants Form 10-QSB dated February 22, 2005 for the quarter ending
December 31, 2004.
(e) All other reports filed by the registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the fiscal
year covered by the annual report referred to in (a) above.
(f) The descriptions of the registrants Common Stock which are contained in
the registrant's statements under Section 12 of the Securities Exchange
Act of 1934, including any amendment or reports filed for the purpose of
updating such descriptions.
ITEM #4 DESCRIPTION OF SECURITIES.
Not applicable.
ITEM #5 INTEREST OF NAMED EXPERTS AND COUNSEL.
Legal Opinion - the validity of the shares of Common Stock covered by this
registration statement had been passed upon for the Company by Ehmann, Van
Denbergh & Trainor, P.C. counsel to the Company.
ITEM #6 INDEMNIFICATION OF DIRECTORS.
Section 78:751 of the Nevada Revised Statues (Nevada General Corporation Law)
authorizes indemnification of directors, officers and employees of a Nevada
Corporation. The registrant's by-laws (i) authorizes the indemnification of
directors and officers (the "Indemnitee") under specified circumstances to the
fullest extent authorized by the law of Nevada, (ii) provides for the
advancement of expenses to the Indemnitee for defending any proceedings related
to the specified circumstances, (iii) gives the Indemnitee the right to bring
suit against the registrant to enforce the foregoing rights to indemnification
and advancement of expenses, and (iv) authorizes the registrant to maintain
certain policies of insurance to protect itself and any of its directors,
officers or employees. The registrant currently maintains no policies of
insurance under which the directors and officers of registrant are insured in
connection with the defense of actions, suites or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been such
directors or officers.
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ITEM #7 EXEMPTION FROM REGISTRATION CLAIMED.
In each instance the Common Stock issued by the registrant to the holder were
issued pursuant to the exemption contained in Rule 701 promulgated under Section
3(b) of the Securities Act of 1933.
ITEM #8 EXHIBITS.
The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.
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 the 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. That, for the purpose
of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be all 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.
2) To include any material information not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement, provided, however, that paragraphs (i) and (ii) do
not apply if the Registration Statement is on Form S-3 or Form S-8, and
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 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
3) To remove from registration by means of a post-effective amendment any of
the securities being registered, which remain, unexercised at the
expiration of the exercise period.
4) That, for the purpose of determining any liability under the Securities
Act of 1934 each filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated
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.
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5) Insofar as indemnification for liabilities arising under 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 advised 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 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, and will be governed by the final
adjudication of such issue.
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, Daleco Resources
Corporation certifies that it has reasonable grounds to believe it meets all of
the requirements for filing or Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the town of West Chester, Commonwealth of Pennsylvania, on
September 16, 2005
Daleco Resources Corporation
/s/ STEPHAN V. BENEDIKTSON
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By: Stephan V. Benediktson,
Chief Executive Officer
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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
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CHAIRMAN OF THE BOARD OF
/s/DOV AMIR DIRECTORS September 16, 2005
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DOV AMIR
/s/ NATHAN K. TRYNIN VICE CHAIRMAN OF THE BOARD OF DIRECTORS September 15, 2005
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NATHAN K. TRYNIN
/s/ STEPHAN V. BENEDIKTSON CHIEF EXECUTIVE OFFICER AND DIRECTOR September 15, 2005
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STEPHAN V. BENEDIKTSON
/s/ALFONSO KNOLL DIRECTOR September 16, 2005
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ALFONSO KNOLL
/s/BEAU KELLY DIRECTOR September 16, 2005
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BEAU KELLY
/s/ WILLIAM PIPKIN DIRECTOR September 13, 2005
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WILLIAM PIPKIN
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EXHIBITS
Filed pursuant to Item 601 of Regulation S-B.
DESCRIPTION METHOD OF FILING
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(4) Articles of Incorporation of Daleco Resources Attached as an Exhibit 3.5 to Form 10-KSB-K dated
Corporation. January 12, 2004.
(5) Opinion of Ehmann, Van Denbergh & Trainor, P.C. Included at Page II - 1 of this Registration Statement.
(24) Consent of Experts and Counsel
Consent of Ehmann, Van Denbergh & Trainor, P.C.. is
contained in its opinion filed as Exhibit 5.