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Petroleum & Resources Corp – ‘S-8’ on 4/27/05

On:  Wednesday, 4/27/05, at 5:06pm ET   ·   Effective:  4/27/05   ·   Accession #:  893838-5-92   ·   File #:  333-124373

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/27/05  Petroleum & Resources Corp        S-8         4/27/05    7:241K                                   Chadbourne & Par… LLP/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to         HTML     45K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4        Exhibit 4-A                                         HTML    102K 
 3: EX-4        Exhibit 4-B                                         HTML     67K 
 4: EX-5        Opinion re: Legality                                HTML      9K 
 5: EX-23       Exhibit 23-A                                        HTML      7K 
 6: EX-23       Exhibit 23-B                                        HTML      7K 
 7: EX-24       Power of Attorney                                   HTML     16K 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

                    The following documents, which are on file (File No. 811-02736) with the Securities and Exchange Commission (the “SEC”), are incorporated herein by reference and made a part hereof:

                    All documents subsequently filed by the Company 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 securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this registration statement, except as so modified or superseded.

Item 4.        Description of Securities.

                    This Item is not applicable.

Item 5.        Interests of Named Experts and Counsel.

                    Lawrence L. Hooper, Jr., Esq., who has passed upon the legality of any newly issued shares of the Company’s Common Stock covered by this Registration Statement, is Vice President, General Counsel and Secretary of the Company. Lawrence L. Hooper, Jr., Esq. is eligible to receive awards under the Company’s 2005 Equity Incentive Compensation Plan and owns, or has the right to acquire, a number of shares of the Company’s Common Stock which represents less than 1% of the total outstanding shares of the Company’s Common Stock.

II – 1

Item 6.        Indemnification of Directors and Officers.

                    The Maryland General Corporation Law (the “MGCL”) permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action. Article ELEVENTH of the Articles of Incorporation of the Company, as amended (the “Charter”), contains such a provision which eliminates such liability to the fullest extent permitted by applicable law.

                    Article TWELFTH of the Charter and Article 5 of the By-Laws of the Company, as amended (the “By-Laws”), generally obligate the Company, to the fullest extent permitted by applicable law, including the MGCL and the Investment Company Act of 1940, as amended, to indemnify and pay or reimburse expenses incurred by any person who was or is involved in any manner, or is threatened to made so involved, in any proceeding by reason of the fact that such person (a) is or was a director or officer, or, at the option of the Board of Directors in any particular case, an employee or agent of the Company or (b) serves or served at the request of the Company any other enterprise as a director, officer, partner or trustee, or, at the option of the Board of Directors in any particular case, an employee or agent.

                    The MGCL requires a corporation (unless its charter provides otherwise, which the Charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made a party by reason of his or her service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under the MGCL, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it shall ultimately be determined that the standard of conduct was not met.

                    The Company’s directors and officers are insured against certain liabilities for actions taken in such capacities.

II – 2

Item 7.        Exemption from Registration Claimed.

                    This Item is not applicable.

Item 8.        Exhibits.

Item 9.        Undertakings.

A.     The Company hereby undertakes:

II – 3

B.     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final adjudication of such issue.

II – 4

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 Baltimore, State of Maryland on the 27th day of April, 2005.

                    Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on the 27th day of April, 2005 by the following persons in the capacities indicated:

**  By authority of the powers of attorney filed herewith.

II – 5

EXHIBIT INDEX

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		4/27/05		1					13F-HR,  4,  DEF 14A
		4/20/05		1
		12/31/04		2					13F-HR,  5,  N-CSR,  NSAR-B
		3/30/92		2
									List all Filings

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Filing Submission 0000893838-05-000092   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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