As filed with the Securities and Exchange Commission on April 27, 2001
Securities Act Registration No. 333-_________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TORQUE ENGINEERING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 83-0317306
(State or other jurisdiction (IRS Employer
of incorporation or Identification No.)
organization)
2932 Thorne Drive
Elkhart, Indiana 46514
(Address of Principal Executive Offices, including Zip Code)
1999 Stock Option Plan
(Full title of the plan)
Raymond B. Wedel, Jr., President
Torque Engineering Corporation
2932 Thorne Drive, Elkhart, Indiana 46514
(Name and address of agent for service)
(219) 264-2628
(Telephone number, including area code, of agent for service)
Copies to:
Roger V. Davidson
Ballard, Spahr, Andrews & Ingersoll, LLP
1225 17th Street, Suite 2300, Denver, Colorado 80202
(303) 292-2400
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount of
Title of Securities to Amount to be Offering Price per Aggregate Offering Registration
Be Registered Registered Share Price Fee(1)
-------------------------- ----------------------- ----------------------- ------------------------ ------------------
Common stock, $.00001 90,000 shares(2) $1.80625 $162,562.50 $40.64
par value
-------------------------- ----------------------- ----------------------- ------------------------ ------------------
Common stock, $.00001 210,000 shares(2) $3.25 $682,500 $170.63
par value
-------------------------- ----------------------- ----------------------- ------------------------ ------------------
Common stock, $.00001 200,000 shares(2) $0.93(3) $186,000(3) $46.50
par value
-------------------------- ----------------------- ----------------------- ------------------------ ------------------
Common stock, $.00001 35,543 shares(4) $1.16 $41,229.88 $10.31
par value
-------------------------- ----------------------- ----------------------- ------------------------ ------------------
TOTALS 535,543 shares $ 268.08
-------------------------- ----------------------- ----------------------- ------------------------ ------------------
(1) Calculated under Section 6(b) of the Securities Act as $.000250 of the
aggregate offering price.
(2) Outstanding options to purchase a maximum of 500,000 shares of common stock
may be issued under the 1999 Stock Option Plan. Options to purchase 300,000
shares have been issued by the Registrant to date. This Registration Statement
also covers an indeterminate number of additional shares as may be issuable
under the Stock Option Plan by reason of adjustments in the number of shares
covered thereby, as described in the Stock Option Plan and the prospectus
relating to the Stock Option Plan.
(3) Solely for purpose of computing the registration fee in accordance with Rule
457(h), the price shown is based upon the price of $0.93 per share, the average
of the bid and asked prices for the Registrant's common stock as reported on the
OTC Bulletin Board on April 23, 2001.
(4) Shares to be issued to Michael Bennett pursuant to the Employment Agreement
dated as of January 1, 2001, and executed April 2001.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000, which has been filed by the Registrant with the Commission,
is incorporated herein by reference. All other reports or documents filed by the
Registrant pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end
of the fiscal year covered by the above-mentioned Annual Report on Form 10-KSB
are incorporated herein by reference. All other documents filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 after the date of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold under this Registration Statement, 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.
The class of securities to be offered pursuant to this registration
statement is the Registrant's common stock, par value $.00001 per share, which
is registered under Section 12. The description of the Registrant's common stock
is contained in the Registrant's registration statement on Form 10 filed with
the Commission on December 3, 1996, pursuant to Section 12 of the Securities
Exchange Act of 1934 and is incorporated herein by reference, including any
subsequent amendments or reports filed for the purpose of updating such
description.
Item 4. Description of Securities
The class of securities to be offered is registered under Section 12
and is described under Item 3 above.
Item 5. Interests of Named Experts and Counsel
Named experts and counsel do not have a substantial interest, direct or
indirect, in the Registrant or any of its parents or subsidiaries and were not
connected with the Registrant or any of its parents or subsidiaries as a
promoter, managing underwriter (or any principal underwriter), voting trustee,
director, officer or employee.
Item 6. Indemnification of Directors and Officers
Directors and officers of the Registrant or persons serving at its
request as directors or officers of another corporation or enterprise are
entitled to indemnification as provided in the Certificate of Incorporation of
the Registrant, which provides for indemnification to the fullest extent
permitted under the Delaware General Corporation Law. These provisions are broad
enough to permit indemnification of such persons from liabilities arising under
the Securities Act of 1933.
There is no litigation pending, and neither the Registrant nor any of
its directors know of any threatened litigation, which might result in a claim
for indemnification by any director or officer.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Reference is made to the Exhibit Index appearing on Page 6.
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 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 thereto) which, individually or the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and
(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.
However, undertakings (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
undertakings is contained in periodic reports filed 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.
(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.
(4) 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.
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 Elkhart, State of Indiana, on April 24, 2001.
TORQUE ENGINEERING CORPORATION
By: /s/ Raymond B. Wedel, Jr.
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Raymond B. Wedel, Jr., President
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 dates indicated.
Signature Title Date
--------- -------- -------
/s/ Raymond B. Wedel, Jr. President and Director April 24, 2001
------------------------
Raymond B. Wedel, Jr.
/s/ Donald A. Christensen Secretary and Director April 25, 2001
------------------------
Donald A. Christensen
/s/ Richard D. Wedel Chairman, Chief Executive Officer April 20, 2001
------------------- Officer and Director
Richard D. Wedel
/s/ I. Paul Arcuri Vice President, Chief Financial April 24, 2001
------------------ Officer and Director
I. Paul Arcuri
______________________ Director April _, 2001
Clement Lange
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement:
Exhibit
No. Description
4.1 Certificate of Incorporation of Torque Engineering Corporation
(incorporated by reference to Exhibit B to Registrant's Definitive
Proxy Statement filed with the Commission on September 24, 1999)
4.1 Bylaws of Torque Engineering Corporation (incorporated by reference to
Exhibit C to Registrant's Definitive Proxy Statement filed with the
Commission on September 24, 1999)
4.3 1999 Stock Option Plan (incorporated by reference to Exhibit E to
Registrant's Definitive Proxy Statement filed with the Commission on
September 24, 1999)
4.4 Employment Agreement dated as of January 1, 2001, and executed April
2001, between Registrant and Michael Bennett*
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP*
23.1 Consent of Weinberg & Company, P.A.*
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit
5.1)*
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* Filed herewith.