SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SKYFRAMES, INC.
(formerly Basic Energy, Inc.)
(Exact name of registrant as specified in its charter)
Utah 00-001748413
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
555 Anton Blvd., Suite 1200
Costa Mesa, California 92626
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(Address of principal executive offices) (Zip Code)
2003 Consultant Stock Plan
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(Full title of the plan)
James W. France
555 Anton Blvd., Suite 1200
Costa Mesa, California 92626
(Name and address of agent for service)
(714) 957-1000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- --------------------
Proposed maximum Proposed maximum
Title of Securities Amount to be offering price per aggregate offering Amount of
to be registered registered(1) share(2) price(2) registration fee
----------------------- --------------------- -------------------- --------------------- --------------------
Common Stock 1,000,000 $0.10 $100,000 $8.09
----------------------- --------------------- -------------------- --------------------- --------------------
(1) Includes an indeterminate number of additional shares that may be issued to
adjust the number of shares issued pursuant to the stock plan described herein
as the result of any future stock split, stock dividend or similar adjustment of
the registrant's outstanding common stock.
(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating amount
of registration fee, based upon the average of the high and low prices reported
on December 30, 2003, as reported on the OTC Electronic Bulletin Board.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into this
registration statement:
(a) The Annual Report for the fiscal year ended June 30, 2003, filed by
the registrant with the Securities and Exchange Commission (the "Commission") on
Form 10KSB on November 26, 2003, which contains audited consolidated financial
statements for the most recent fiscal year for which such statements have been
filed.
(b) The Quarterly Report for the quarter ended September 30, 2003 filed
on Form 10QSB by the registrant with the Commission on November 28, 2003.
(c) The description of the registrant's common stock, which is included
in the registration statement on Form 10-SB, file no. 0-27849, filed with the
Commission on October 27, 1999.
(d) In addition, all documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange 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 into this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable. The class of securities to be offered is registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Richardson & Patel LLP has given an opinion on the validity of the
securities being registered hereunder. Erick Richardson and Nimish Patel,
partners of the law firm, are eligible to receive shares of the Company's common
stock pursuant to this Form S-8 registration statement.
Item 6. Indemnification of Directors and Officers.
The statutes, charter provisions, bylaws, contracts or other
arrangements under which controlling persons, directors or officers of the
registrant are insured or indemnified in any manner against any liability which
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they may incur in such capacity are as follows:
(a) Section 16-10a-901 et. seq. of the Utah Revised Business
Corporation Act provides that each corporation shall have the following powers:
16-10a-902. Authority to indemnify directors.
1. Except as provided in Subsection (4), a corporation may
indemnify an individual made a party to a proceeding because
he is or was a director, against liability incurred in the
proceeding if:
(a) his conduct was in good faith; and
(b) he reasonably believed that his conduct was in, or
not opposed to, the corporation's best interests; and
(c) in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.
2. A director's conduct with respect to any employee benefit plan
for a purpose he reasonably believed to be in or not opposed
to the interest of the participants in and beneficiaries of
the plan is conduct that satisfies the requirement of
Subsection (1)(b).
3. The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or
its equivalent is not, of itself, determinative that the
director did not meet the standard of conduct described in
this section.
4. A corporation may not indemnify a director under this section:
(a) in connection with a proceeding by or in the right of
the corporation in which the director was adjudged
liable to the corporation; or
(b) in connection with any other proceeding charging that
the director derived an improper personal benefit,
whether or not involving action in his official
capacity, in which proceeding he was adjudged liable
on the basis that he derived an improper personal
benefit.
5. Indemnification permitted under this section in connection
with a proceeding by or in the right of the corporation is
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limited to reasonable expenses incurred in connection with the
proceeding.
Section 16-10a-903. Mandatory indemnification of directors.
Unless limited by its articles of incorporation, a corporation
shall indemnify a director who was successful, on the merits
or otherwise, in the defense of any proceeding, or in the
defense of any claim, issue, or matter in the proceeding, to
which he was a party because he is or was a director of the
corporation, against reasonable expenses incurred by him in
connection with the proceeding or claim with respect to which
he has been successful.
Section 16-10a-907. Indemnification of officers, employees,
fiduciaries, and agents.
Unless a corporation's articles of incorporation provide
otherwise:
(1) an officer of the corporation is entitled to
mandatory indemnification under Section 16-10a-903,
and is entitled to apply for court-ordered
indemnification under Section 16- 10a-905, in each
case to the same extent as a director.
(2) the corporation may indemnify and advance expenses to
an officer, employee, fiduciary, or agent of the
corporation to the same extent as to a directors; and
(3) a corporation may also indemnify and advance expenses
to an officer, employee, fiduciary, or agent who is
not a director to a greater extent, if not
inconsistent with public policy, and if provided for
by its articles of incorporation, bylaws, general or
specific action of its board of directors, or by
contract.
The Company's Articles of Incorporation limit liability of its
Officers and Directors to the full extent permitted by the Utah
Business Corporation Act.
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
Securities Act of 1933 and is, therefore, unenforceable.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5. Opinion regarding legality
23.1 Consent of Pritchett, Siler & Hardy, P.C.
23.2 Consent of Richardson & Patel LLP (included in Exhibit 5)
99.1 2003 Consultant Stock Plan
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement (1) 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; and (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 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 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 Costa Mesa, California, on this 10th day of December,
2003.
SKYFRAMES, INC.
A Utah Corporation
/s/ James W. France
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By: James W. France
Its: President
Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Dated: December 10, 2003 /s/ James W. France
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James W. France, CEO, President,
CFO and Director
Dated: December 10, 2003 /s/ Chester L. Noblett
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Chester L. Noblett, Jr., Chairman
and Director
Dated: December 10, 2003 /s/ William Sarpalius
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William Sarpalius, Director
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INDEX TO EXHIBITS
Exhibit Number Description
5. Opinion regarding legality
23.1 Consent of Pritchett, Siler & Hardy, P.C.
23.2 Consent of Richardson & Patel LLP (included in Exhibit 5)
99.1 2003 Consultant Stock Plan
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