Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8 REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Synergy Technologies Corporation
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Colorado 84-1379164
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1689 Hawthorne Drive, Conroe, Texas, 77301-3284
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
Agreement between the Registrant and Ruffa & Ruffa, P.C. providing for the
payment of compensation in 90,627 shares of Common Stock
(Full Title of the Plan)
William P. Ruffa, Esq.
Ruffa & Ruffa, PC
150 East 58th Street
New York, New York 10155
(212) 355-0606
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
------------------------------- --------------------- -------------------------- ------------------------- -------------------
Proposed maximum Proposed maximum
Title of securities Amount to offering price aggregate offering Amount of
to be registered be registered per share price registration fee
------------------------------- --------------------- -------------------------- ------------------------- -------------------
Common stock, par
value $.002 per share 90,627 $0.60 (2) $54,376.20 (2) $5.01 (3)
------------------------------- --------------------- -------------------------- ------------------------- -------------------
(1) The maximum number of shares of common stock includes shares issued as
consideration for services rendered pursuant to the terms of an agreement
which are being registered under this Registration Statement and for which
a registration fee is being paid.
(2) Calculated pursuant to Rule 457(c), based on the closing bid price ($.60
per share) of Registrant's common stock on the Over-the-Counter Bulletin
Board on May 17, 2002 (a date within five business days prior to filing
this Registration Statement).
(3) Paid by electronic transfer.
This Registration Statement shall become effective automatically upon the date
of filing, in accordance with Section 8(a) of the Securities Act of 1933 ("1933
Act") and Rule 462 of the 1933 Act.
2
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Synergy Technologies Corporation (the "Registrant" or the "Company") is
subject to the informational requirements of the Securities Exchange Act of 1934
(the "1934 Act") and, accordingly, files periodic reports and other information
with the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information concerning the Company filed with the
Commission may be inspected and copies may be obtained (at prescribed rates) at
the Commission's Public Reference Section, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
The following documents filed by the Company are incorporated in this
Registration Statement by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001, as filed with the Commission;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act
since December 31, 2001, the end of the Registrant's last fiscal year.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the 1934 Act, 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 by reference in this Registration Statement and to be a 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.
The validity of the shares of common stock registered in this Registration
Statement has been passed upon for the Registrant by Ruffa & Ruffa, P.C., whose
opinion is attached hereto as Exhibit 5.1. The Registrant has issued 45,314
shares of common stock to William Ruffa and 45,313 shares of common stock to
William P. Ruffa, Jr. officers of Ruffa & Ruffa, P.C., as partial payment for
legal services rendered.
Item 6. Indemnification of Directors and Officers.
Sections 7-109-102 and 7-109-107 of the Colorado General Corporate Law
provide that a corporation may indemnify directors and officers, as well as
employees, fiduciaries and agents, against reasonable expenses actually incurred
by any such person in connection with any proceeding in which such person is
made a party by reason of such person being or having been a director, officer,
employee or agent of the Registrant. The Colorado General Corporate Law
provides that Section 7-109-107 is not exclusive of other rights to which those
seeking indemnification may be entitled under any bylaw, general or specific
action of the board of directors or shareholders or by contract. Article X of
the Registrant's Articles of Incorporation and Article V of the Registrant's
Bylaws provide for indemnification by the Registrant of its directors, officers,
employees, fiduciaries and agents to the fullest extent permitted by the
Colorado General Corporate Law.
The Registrant has not, as of this time, obtained any directors' and/or
officers' insurance providing for indemnification of the Registrant's directors,
officers and/or employees for certain liabilities, but it expects to do so in
the future.
The Registrant has not entered into any indemnification agreements with
any of its current or past directors or officers providing for indemnification
under certain circumstances for acts and omissions which may not be covered by
any directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
For a list of all exhibits filed or included as part of this Registration
Statement, see "Index to Exhibits" at the end of this Registration Statement.
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 of 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 the undertakings set forth in paragraphs (a)(1)(i)
and (a)(1)(ii) above do not apply if the information required by those
paragraphs to be included in a post-effective amendment is contained in
periodic reports filed or furnished by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
3
(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 Registrant hereby undertakes that, for the 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 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.
(c) 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 foregoing provisions, 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.
4
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 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 Calgary in the Province of Alberta, Canada, on May
23, 2002.
SYNERGY TECHNOLOGIES CORPORATION
By: /s/ Barry Coffey
---------------------------------
Barry Coffey, President
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Synergy Technologies
Corporation (the "Company"), do hereby severally constitute and appoint Barry
Coffey as our true and lawful attorney and agent, to do any and all things and
acts in our names in the capacities indicated below and to execute any and all
instruments for us and in our names in the capacities indicated below which said
Barry Coffey may deem necessary or advisable to enable the Company to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the
Registration Statement on Form S-8 relating to the offering of the Company's
Common Stock, including specifically, but not limited to, power and authority to
sign, for any of us in our names in the capacities indicated below, the
Registration Statement and any and all amendments (including post-effective
amendments) thereto; and we hereby ratify and confirm all that said Barry Coffey
shall do or cause to be done by virtue hereof. Pursuant to the requirements of
the Securities Act of 1933, this Registration Statement has been signed below by
the following persons in the capacities indicated as of the date indicated.
Name Title Date
---- ----- ----
/s/ Barry J. Coffey President and Director May 23, 2002
-----------------------
Barry J. Coffey
/s/ Thomas E. Cooley Chief Operating Officer and Director May 23, 2002
-----------------------
Thomas E. Cooley
/s/ Cameron Haworth President and Director May 23, 2002
-----------------------
Cameron Haworth
/s/ James Shone Director May 23, 2002
-----------------------
James Shone
5
/s/ James E. Neilson Director May 23, 2002
-----------------------
James E. Nielson
/s/ Duane F. Baumert Director May 23, 2002
-----------------------
Duane F. Baumert
6
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
5.1 Opinion of Ruffa & Ruffa, P.C. as to the validity of the Common Stock
being registered
23.1 Consent of KPMG LLP
23.2 Consent of Ruffa & Ruffa, P.C. (contained in Exhibit 5, above).
24 Reference is made to the Signatures section of this Registration
Statement for the Power of Attorney contained therein
7