As filed with the Securities and Exchange Commission on March 29, 2004
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GL ENERGY AND EXPLORATION INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 52-52190362
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State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization Identification Number)
300 - 1497 MARINE DRIVE
WEST VANCOUVER, BRITISH COLUMBIA, CANADA, V7T 1B8
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(Address of Principal Executive Offices)
2004 EQUITY PERFORMANCE PLAN
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(Full Title of the Plan)
DONALD BYERS
President
GL Energy and Exploration Inc.
300 -1497 Marine Drive
West Vancouver, British Columbia, Canada V7T 1B8
(604) 926-2873
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
with a copy to:
ANDREW D. HUDDERS, ESQ.
Graubard Miller
600 Third Avenue
New York, New York 10016-2097
Telephone: (212) 818-8800
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum Maximum Amount of
Title of each Class of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered(1) Per Share Offering Price Fee
----------------------------------- ------------- ---------------- -------------- ------------
Common stock issuable upon exercise 10,000,000 $ .14(2) $ 1,400,000 $ 177.38
of Awards that may be granted under
the 2004 Equity Performance Plan.
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TOTAL .............................................................................$ 177.38
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(1) Pursuant to Rule 416, there are also being registered additional shares
of common stock as may become issuable pursuant to the anti-dilution
provisions of such plan.
(2) Based on the last sale price of a share of our common stock as reported
by The Nasdaq OTC Bulletin Board on March 26, 2004 in accordance with
Rules 457(c) and 457(h) promulgated under the Securities Act of 1933,
as amended.
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In accordance with the provisions of Rule 462 promulgated under the
Securities Act, this registration statement will become effective upon filing
with the Securities and Exchange Commission.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information. *
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act and the Note
to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents that we have previously filed with the SEC are
incorporated by reference in this registration statement:
o our annual report on Form 10-KSB for the fiscal year ended
December 31, 2003; and
o the description of our common stock, par value $.001 per share,
contained in our registration statement on Form 8-A12G/A
(Exchange Act No. 0-31032) filed with the SEC pursuant to Section
12(g) of the Exchange Act of 1934, including any subsequent
amendments or reports filed for the purpose of updating the
description.
All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all the 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 of
this registration statement from the respective date of filing. Any statement
contained in a document incorporated by reference in this registration statement
will be modified or superseded for all purposes to the extent that a statement
contained in this registration statement or in any other subsequently filed
document which is incorporated by reference modifies or replaces such statement.
Item 4. Description of Securities.
The common stock is registered pursuant to Section 12(g) of the
Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit, or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe that such person's conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that such person did not act in good faith and in a
manner that such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that such person's conduct was
unlawful.
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In the case of an action by or in the right of the corporation, Section
145 empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action in
any of the capacities set forth above against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted in good faith
and in a manner that such person reasonably believed to be in and not opposed to
the best interests of the corporation, except that indemnification is not
permitted in respect of any claim, issue, or matter as to which such person is
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought
determines upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses that the Court of Chancery or such other
court deems proper.
Section 145 further provides:
o that a Delaware corporation is required to indemnify a director,
officer, employee, or agent against expenses (including
attorneys' fees) actually and reasonably incurred by such person
in connection with any action, suit, or proceeding or in defense
of any claim, issue, or matter therein as to which such person
has been successful on the merits or otherwise;
o that indemnification provided for by Section 145 shall not be
deemed exclusive of any other rights to which the indemnified
party may be entitled;
o that indemnification provided for by Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of such person's heirs,
executors, and administrators; and
o that a Delaware corporation may purchase and maintain insurance
on behalf of its directors or officers against any such liability
asserted against them as directors or officers or arising out of
their status as directors or officers whether or not the
corporation would have the power to indemnify them against
liability under Section 145.
A Delaware corporation may provide indemnification only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct. Such determination is to be made:
o by the board of directors by a majority vote of a quorum
consisting of directors who were not party to such action, suit,
or proceeding;
o if such a quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent
legal counsel in a written opinion; or
o by the stockholders.
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Article FIFTEENTH of our certificate of incorporation and Article VI of
our by-laws provide for indemnification of our directors, officers, employees or
agents to the fullest extent permitted by law, as now in effect or later
amended.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit No. Description
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4.1 2004 Equity Performance Plan
5.1 Opinion of Graubard Miller
23.1 Consent of Malone & Bailey, PLLC, Certified Public
Accountants
23.2 Consent of Graubard Miller (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
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 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.
(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 undersigned registrant hereby undertakes that, for 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 Section 15(d) of the
Securities 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.
(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 registration of 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 Vancouver, Province of British Columbia, Canada, on
this 29th day of March, 2004.
GL ENERGY AND EXPLORATION INC.
By: /s/ Donald Byers
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Donald Byers, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Donald Byers his true and lawful
attorney-in-fact and agent with full power of substitution and re-substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this registration statement, including post-effective
amendments, and to file the same, with all exhibits thereto, and all documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, and hereby ratifies and confirms all that said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Donald Byers President (Principal Executive March 29, 2004
---------------- and Financial Officer)
Donald Byers
/s/ Arthur Lang Secretary and Director March 29, 2004
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Arthur Lang
/s/ P.J. Santos Director March 29, 2004
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P.J. Santos
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EXHIBIT INDEX
Exhibit No. Description
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4.1 2004 Equity Performance Plan (1)
5.1 Opinion of Graubard Miller
23.1 Consent of Malone & Bailey, PLLC , Certified Public
Accountants
23.2 Consent of Graubard Miller (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
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(1) Filed herewith.
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