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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
335 25th Street S.E., Calgary, Alberta T2A 7H8 Canada
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(Address of principal executive offices) (Zip Code)
Agreement between the Registrant and Ruffa & Ruffa, P.C. providing
for the payment of compensation in 34,500 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
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Common stock, par
value $.002 per share
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Barnett Fee 45,875 $60 $27,525
Agreement
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Ruffa Legal 34,500 $.60 $20,700
Services Agreement
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Total 80,375 $.60 $48,225 $12.10
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(1) The maximum number of shares of common stock includes shares issued as
consideration for services rendered pursuant to the terms of an
agreement which are being registered under this Registration Statement
and for which a registration fee is being paid.
(2) Calculated pursuant to Rule 457(c), based on the closing bid price ($.60
per share) of Registrant's common stock on the Over-the-Counter Bulletin
Board on February 27, 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.
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, 2000, 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, 2000, 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 17,250
shares of common stock to each of William Ruffa and 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
provides 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
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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.
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(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.
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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 February 27, 2002.
SYNERGY TECHNOLOGIES CORPORATION
By: /s/ Barry Coffey
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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
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/s/ Barry Coffey President and Director February 28, 2002
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Barry J. Coffey
/s/ Thomas E. Cooley Chief Operating Officer and Director February 28, 2002
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Thomas E. Cooley
/s/ Cameron Haworth President and Director February 28, 2002
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Cameron Haworth
/s/ Marc Cernovitch Vice President February 28, 2002
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Marc Cernovitch
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/s/ Kelly Warrack Secretary-Treasurer February 28, 2002
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Kelly Warrack
/s/ James Shone Director February 28, 2002
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James Shone
/s/ James E. Nielson Director February 28, 2002
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James E. Nielson
/s/ Duane F. Baumert Director February 28, 2002
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Duane F. Baumert
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INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Agreement dated February 27, 2002 between the Registrant and Enercom
Incorporated.
4.2 Agreement dated February 22, 2002, between the Registrant and Ruffa &
Ruffa, P.C.
5.1 Opinion of Ruffa & Ruffa, P.C. as to the validity of the Common Stock
being registered
23.1 Consent of KPMG
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
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