SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
ARETE INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
COLORADO 84-1508638
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
7102 La Vista Place, Suite 100, Niwot, Co. 80503
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(Address of Principal Offices) (Zip Code)
Individual Informal Stock Option Compensation Plans
Unallocated Stock and Stock Option Plans
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(Full Title of the Plan)
Thomas P. Raabe, 7102 La Vista Place, Suite 100,
Niwot, Colorado 80503
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(Name and Address of Agent for Service)
(303) 652-3113
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(Telephone Number, Including Area Code, of Agent for Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [X]
CALCULATION OF REGISTRATION FEE
Title of Each
Class of Proposed Proposed
Securities Maximum Maximum
To Be Amount Offering Aggregate
Registration To Be Price Offering Amount Of
Registered Registered Per Unit Price Fee (F1)
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Common 25,000,000 $0.019 $475,000 $40.00
(F1) Calculated based the most recent closing high bid for the common stock of
the Company on the NASDAQ OTC Bulletin Board.
Plan is not subject to ERISA.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents including all documents subsequently filed by
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 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, are incorporated by
reference into this Registration Statement, and made a part hereof: (a) The
Registrant's latest annual report on Form 10-KSB for the fiscal year ended
December 31, 2003. (b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of such fiscal year; (c) Not
applicable.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The only statute, charter provision, bylaw, contract, or other arrangement
under which any controlling person, director or officer of the Registrant
is insured or indemnified in any manner against any liability which he may
incur in his capacity as such, is set forth in the Company's Articles of
Incorporation, as amended, in provisions substantially identical to
provisions of the Colorado Business Corporation Act, as amended. The
Articles of Incorporation provide that control persons, officers and
directors shall be indemnified to the fullest extent permitted under such
law as it may be amended from time to time. Similarly, as provided in the
Colorado Business Corporation Act, the Articles of Incorporation, as
amended provide that a director shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the corporation or to its shareholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) for acts specified under
Section 7-108-401 et. seq. of the Colorado Business Corporation Act (or
similar provision under any amendment thereto); or (iv) for any transaction
from which the director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
See - Exhibits and Exhibit Index following the Signature Page hereof.
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 the 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 the registration statement;
(iii)to include any additional or changed material information with
respect to the plan of distribution.
Except that, with respect to issuers filing a Registration Statement on
Form S-8, subparagraphs (i) and (ii) of this paragraph do not apply, and
the information required in a post- effective amendment is incorporated by
reference from periodic reports filed by the Issuer under the Exchange Act.
(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) 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;
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(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, 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
The Registrant. 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 Niwot, State of Colorado, on May
5, 2004.
ARETE INDUSTRIES, INC
(Registrant)
By: /s/ Thomas P. Raabe
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Thomas P. Raabe, Chief Executive Officer
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.
May 5, 2004 /s/ Thomas P. Raabe
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Thomas P. Raabe, Chairman and Chief Financial
and Accounting Officer and Chief Executive Officer
May 5, 2004 /s/ William W. Stewart
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William W. Stewart, Director, Secretary,
May 5, 2004 /s/ Donald W. Prosser
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Donald W. Prosser, Director
May 5, 2004 /s/ John R. Herzog
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John R. Herzog, Director
May 5, 2004 /s/ Charles L. Gamber
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Charles L. Gamber, Director
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION LOCATION
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EX-5 Opinion re: Legality EX-5
EX 10.1 Description of Informal Plans EX 10.1
Stock Options and Unallocated Plans
EX-23 Consents of experts EX-23.1 and 23.2
and counsel
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