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<P>As filed with the Securities and Exchange Commission on February, 2000</P>

<P ALIGN="CENTER">Registration No. 33-</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>

<P ALIGN="CENTER">Washington, D.C. 20549</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">FORM S-8</P>

<P ALIGN="CENTER">REGISTRATION STATEMENT</P>

<P ALIGN="CENTER">Under</P>

<P ALIGN="CENTER">THE SECURITIES ACT OF 1933</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">SYNERGY TECHNOLOGIES CORPORATION</P>

<P ALIGN="CENTER">(Exact Name of Registrant as Specified in Its Charter)</P>

<P>Colorado                                                         84-1379164
(State or Other Jurisdiction of                      (I.R.S. Employer
Incorporation or Organization)                Identification Number)</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">#210, 214 11<SUP>th</SUP> Ave. S.E.</P>

<P ALIGN="CENTER">Calgary, Alberta Canada T2G 0X8</P>

<P ALIGN="CENTER">(Address of Principal Executive Offices) (Zip Code)</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">1999 DIRECTORS AND EMPLOYEES STOCK OPTION AND STOCK AWARD PLAN</P>

<P ALIGN="CENTER">(Full Title of the Plan)</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">Mr. Cameron Haworth</P>

<P ALIGN="CENTER">Director and President</P>

<P ALIGN="CENTER">Synergy Technologies Corporation</P>

<P ALIGN="CENTER">#210, 214 11<SUP>th</SUP> Ave. S.E.</P>

<P ALIGN="CENTER">Calgary, Alberta Canada T2G 0X8</P>

<P ALIGN="CENTER">(Name and Address of Agent for Service)</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">(888) 378-6633</P>

<P ALIGN="CENTER">(Telephone Number, Including Area Code, of Agent for Service)</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">Copy to:</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">W. Scott Lawler, Esq.</P>

<P ALIGN="CENTER">Lawler &amp; Associates</P>

<P ALIGN="CENTER">2200 Sunrise Boulevard, Suite 240</P>

<P ALIGN="CENTER">Gold River, California 95670</P>

<P ALIGN="CENTER">(916) 853-9500</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P>

<BR WP="BR1"><BR WP="BR2">
<P>=========================================================================== </P>

<P>                                                                              Proposed              Proposed
                                                                              Maximum             Maximum
Title of                                                                   Offering               Aggregate              Amount of
Securities to                    Amount to be                  Price Per              Offering                 Registration
be Registered                  Registered                       Share (1)              Price (1)                 Fee (1) </P>

<BR WP="BR1"><BR WP="BR2">
<P>Common Stock</P>

<P>par value $0.002</P>

<P>per share                       1,000,000                          $1.00                   $1,000,000                $264.00</P>

<BR WP="BR1"><BR WP="BR2">
<P>Total                             1,000,000                          $264.00</P>

<P>===========================================================================</P>

<P>(1) Pursuant to Rule 457(h)(1), the proposed maximum offering price per share and the proposed maximum offering price
have been calculated on the basis of the exercise prices of options previously granted with respect to 1,000,000 <U></U>shares.</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">PART I</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</P>

<BR WP="BR1"><BR WP="BR2">
<P>Item 1. Plan Information*</P>

<BR WP="BR1"><BR WP="BR2">
<P>Item 2. Registrant Information and Employee Plan Annual Information*</P>

<BR WP="BR1"><BR WP="BR2">
<P>*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 of 1933 (the "Securities Act"), and the Note to Part I of Form S-8.</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">PART II</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>

<BR WP="BR1"><BR WP="BR2">
<P>Item 3. Incorporation of Documents by Reference</P>

<BR WP="BR1"><BR WP="BR2">
<P>The following documents filed by Synergy Technologies Corporation (the "Registrant") with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference in this Registration Statement:</P>

<BR WP="BR1"><BR WP="BR2">
<UL>
  <UL>
    <LI>The audited consolidated financial statements of the Registrant and its Subsidiaries contained in the registration
statement on Form 10-SB filed July 15, 1999 and on Form 10-SB/A filed on August<U></U> 17, 1999, each filed by the
Registrant under Rule 424(b) (File No. 000-26721<U></U>).</LI>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">  </UL>
</UL>

<UL>
  <UL>
    <LI>The Registrant's Form 8-K Current Report filed <U></U>September 17, 1999 <U></U>and the Registrant's Quarterly Report on
Form 10-QSB for the Quarterly Period ended September 30, 1999 (File No.<U></U> 000-26721). </LI>

<BR WP="BR1"><BR WP="BR2">    <LI>The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form
10-SB (File No. 000-26271<U></U>) including any subsequent amendment or report filed for the purpose of updating that
description.</LI>
  </UL>
</UL>

<BR WP="BR1"><BR WP="BR2">
<P>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 of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment indicating that all of
the securities offered hereunder have been sold or de-registering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement
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 subsequently filed document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The consolidated financial statements of the Registrant as of December 31, 1998 and March 31, 1999, have been
incorporated by reference in this Registration Statement in reliance upon the report of <STRONG><U></U></STRONG>Sarna &amp; Company, independent
certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting
and auditing. To the extent that<STRONG><U></U></STRONG> Sarna &amp; Company audits and reports on financial statements of the Registrant issued at
future dates, and consents to the use of their report thereon, such financial statements also will be incorporated by reference
in the registration statement in reliance upon their report and said authority.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Item 4. Description of Securities</P>

<BR WP="BR1"><BR WP="BR2">
<P>Inapplicable.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Item 5. Interests of Named Experts and Counsel</P>

<BR WP="BR1"><BR WP="BR2">
<P>Inapplicable.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Item 6. Indemnification of Directors and Officers</P>

<BR WP="BR1"><BR WP="BR2">
<P>Sections 7-109-102 and 7-109-107 of the Colorado General Corporate Law provides that a corporation may indemnify
directors and officers, as well as employees, fiduciaries and agents, against reasonable expenses actually incurred by any such
person in connection with any proceeding in which such person is made a party by reason of such person being or having
been a director, officer, employee or agent of the Registrant. The Colorado General Corporate Law provides that Section
7-109-107 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, general or
specific action of the board of directors or shareholders or by contract. Article X of the Registrant's Articles of Incorporation
and Article V of the Registrant's Bylaws provide for indemnification by the Registrant of its directors, officers, employees,
fiduciaries and agents to the fullest extent permitted by the Colorado General Corporate Law.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Registrant has not, as of this time, obtained any directors' and/or officers' insurance providing for indemnification of the
Registrant's directors, officers and/or employees for certain liabilities, but it expects to do so in the future.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Registrant has not entered into any indemnification agreements with any of its current or past directors or officers
providing for indemnification under certain circumstances for acts and omissions which may not be covered by any directors'
and officers' liability insurance.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Item 7. Exemption From Registration Claimed</P>

<BR WP="BR1"><BR WP="BR2">
<P>Inapplicable.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Item 8. Exhibits</P>

<BR WP="BR1"><BR WP="BR2">
<P>Exhibit</P>

<P>Number Description</P>

<BR WP="BR1"><BR WP="BR2">
<P>5.1 Opinion of Lawler &amp; Associates</P>

<BR WP="BR1"><BR WP="BR2">
<P>23.1 Consent of Lawler &amp; Associates (included in Exhibit 5.1 to this Registration Statement).</P>

<BR WP="BR1"><BR WP="BR2">
<P>23.2 Consent of Sarna &amp; Company </P>

<BR WP="BR1"><BR WP="BR2">
<P>24 Powers of Attorney (included on page 6).</P>

<BR WP="BR1"><BR WP="BR2">
<P>99.1 1999 Directors and Employees Stock Option and Stock Award Plan</P>

<BR WP="BR1"><BR WP="BR2">
<P>Item 9. Undertakings</P>

<BR WP="BR1"><BR WP="BR2">
<P>(a) The undersigned Registrant hereby undertakes: </P>

<BR WP="BR1"><BR WP="BR2">
<P>(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration
Statement:</P>

<BR WP="BR1"><BR WP="BR2">
<P>(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;</P>

<BR WP="BR1"><BR WP="BR2">
<P>(ii) to reflect in the prospectus any facts or event arising out of 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; </P>

<BR WP="BR1"><BR WP="BR2">
<P>(iii) 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; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; and</P>

<BR WP="BR1"><BR WP="BR2">
<P>(iv) That, for the purpose of determining any liability under the Securities Act, 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.</P>

<BR WP="BR1"><BR WP="BR2">
<P>(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.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Insofar as indemnification for liabilities arising under the Securities Act 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 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
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 Securities Act and will be governed by the final adjudication of such issue.</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">SIGNATURES</P>

<BR WP="BR1"><BR WP="BR2">
<P>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 Calgary, Alberta Canada, on the <U> </U>th of February,
2000.</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">SYNERGY TECHNOLOGIES CORPORATION</P>

<P ALIGN="CENTER">(Registrant)</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">By: /s/ Cameron Haworth</P>

<P ALIGN="CENTER">---------------------------------------</P>

<P ALIGN="CENTER">Cameron Haworth</P>

<P ALIGN="CENTER">President</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">POWER OF ATTORNEY</P>

<BR WP="BR1"><BR WP="BR2">
<P>KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below each severally
constitutes and appoints Cameron Haworth and W. Scott Lawler, Esq. and each of them, as true and lawful attorneys-in-fact
and agents, with full powers of substitution and re-substitution, for them in their name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 they might or could do in person, hereby ratifying and confirming all which said attorneys-in-fact and agents, or any of
them, or their substitute or substitutes, may lawfully do, or cause to be done by virtue hereof.</P>

<BR WP="BR1"><BR WP="BR2">
<P>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, who constitute the entire board of directors.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Signature                                        Capacity                                                      Date</P>

<BR WP="BR1"><BR WP="BR2">
<P>/s/ Cameron Haworth                    Director and President                                  February 11<U></U>, 2000</P>

<P>------------------------------         (Principal Executive Officer)</P>

<BR WP="BR1"><BR WP="BR2">
<P>/s/ Jacqueline Danforth                  Director, Secretary and                                  February<U></U> 11, 2000</P>

<P>------------------------------    Treasurer (Principal Financial and Accounting Officer)</P>

<BR WP="BR1"><BR WP="BR2">
<P>/s/ John Gradek                            Director                                                          February 11<U></U>, 2000</P>

<P>------------------------------</P>

<BR WP="BR1"><BR WP="BR2">
<P>/s/ James Shone                             Director                                                           February 11, <U></U>2000</P>

<P>_____________________</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>EXHIBIT INDEX</P>

<BR WP="BR1"><BR WP="BR2">
<P>Exhibit Number         Description</P>

<BR WP="BR1"><BR WP="BR2">
<P>5.1 Opinion of Lawler &amp; Associates </P>

<BR WP="BR1"><BR WP="BR2">
<P>23.1 Consent of Lawler &amp; Associates (included in Exhibit 5.1 to this Registration Statement).</P>

<BR WP="BR1"><BR WP="BR2">
<P>23.2 Consent of Sarna &amp; Company </P>

<BR WP="BR1"><BR WP="BR2">
<P>24 Powers of Attorney (included on page<STRONG><U></U></STRONG> 6 of this Registration Statement).</P>

<BR WP="BR1"><BR WP="BR2">
<P>99.1 1999 Directors and Employees Stock Option and Stock Award Plan</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">EXHIBIT 5.1</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">February 5, 2000</P>

<BR WP="BR1"><BR WP="BR2">
<P>Synergy Technologies Corporation</P>

<P>Suite 210</P>

<P>214 11<SUP>th</SUP> Avenue, S.E.</P>

<P>Calgary, Alberta T2G 0X8</P>

<BR WP="BR1"><BR WP="BR2">
<P>Re: Registration Statement on Form S-8 - Synergy Technologies Corporation 1999 DIRECTORS AND EMPLOYEES
STOCK OPTION AND STOCK AWARD PLAN</P>

<BR WP="BR1"><BR WP="BR2">
<P>Ladies and Gentlemen:</P>

<BR WP="BR1"><BR WP="BR2">
<P>At your request, I am rendering this opinion in connection with the proposed issuance, pursuant to the Synergy Technologies
Corporation 1999 Directors And Employees Stock Option And Stock Award Plan (the "Plan"), of up to 1,000,000 shares
(the "Shares") of common stock, $0.002 par value ("Common Stock"), of Synergy Technologies Corporation, a Colorado
corporation (the "Company").</P>

<BR WP="BR1"><BR WP="BR2">
<P>I have examined instruments, documents and records which we deemed relevant and</P>

<P>necessary for the basis of the opinion hereinafter expressed. In such examination, I have assumed the following: (a) the
authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents
submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have reviewed.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Based on such examination, I am of the opinion that the Shares issuable by the Company pursuant to the Plan, when issued
in accordance with the provisions of the Plan and the stock option agreements entered into thereunder and in the manner
referred to in the prospectus associated with the Registration Statement on Form S-8, will be validly issued, fully paid and
non-assessable.</P>

<BR WP="BR1"><BR WP="BR2">
<P>I hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8. In giving such consent,
I do not consider that I am an "expert" within the meaning of such term as used in the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission issued thereunder with respect to any part of the Registration
Statement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>I express no opinion as to matters of law in jurisdictions other than the federal securities laws of the United States and the
corporate law of the State of Colorado, and the opinions herein as to such law are based solely on our review of standard
compilations of the official statutes of the State of Colorado.</P>

<BR WP="BR1"><BR WP="BR2">
<P>This opinion is rendered solely for your use as an exhibit to the Registration Statement on Form S-8 and may not be relied
upon for any other purpose. I disclaim any obligation to update this opinion letter for events occurring or coming to our
attention after the date hereof.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Very truly yours,</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>/s/ W. Scott Lawler, Esq.</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">EXHIBIT 23.2</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">CONSENT OF INDEPENDENT ACCOUNTANTS</P>

<BR WP="BR1"><BR WP="BR2">
<P>We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Synergy Technologies
Corporation of our report dated <U><STRONG></U></STRONG>May 30, 1999 relating to the consolidated financial statements of Synergy Technologies
Corporation and Subsidiaries as of December 31, 1998 and our report dated May 31, 1999 relating to the consolidated
financial statements of Synergy Technologies Corporation and Subsidiaries as of March 31, 1999.</P>

<BR WP="BR1"><BR WP="BR2">
<P>/s/ Sarna &amp; Company</P>

<BR WP="BR1"><BR WP="BR2">
<P>Westlake Village, California </P>

<P>February <U> </U>, 2000</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">EXHIBIT 99.1</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">SYNERGY TECHNOLOGIES CORPORATION</P>

<P>                        1999 DIRECTORS AND EMPLOYEES STOCK OPTION AND STOCK AWARD PLAN</P>

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As filed with the Securities and Exchange Commission on February, 2000
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SYNERGY TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Colorado                                                         84-1379164
(State or Other Jurisdiction of                      (I.R.S. Employer
Incorporation or Organization)                Identification Number)
#210, 214 11
th
Ave. S.E.
Calgary, Alberta Canada T2G 0X8
(Address of Principal Executive Offices) (Zip Code)
1999 DIRECTORS AND EMPLOYEES STOCK OPTION AND STOCK AWARD PLAN
(Full Title of the Plan)
Mr. Cameron Haworth
Director and President
Synergy Technologies Corporation
#210, 214 11
th
Ave. S.E.
Calgary, Alberta Canada T2G 0X8
(Name and Address of Agent for Service)
(888) 378-6633
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
W. Scott Lawler, Esq.
Lawler & Associates
2200 Sunrise Boulevard, Suite 240
Gold River, California 95670
(916) 853-9500
CALCULATION OF REGISTRATION FEE
===========================================================================
Proposed              Proposed
                                                                              Maximum             Maximum
Title of                                                                   Offering               Aggregate              Amount of
Securities to                    Amount to be                  Price Per              Offering                 Registration
be Registered                  Registered                       Share (1)              Price (1)                 Fee (1)
Common Stock
par value $0.002
per share                       1,000,000                          $1.00                   $1,000,000                $264.00
Total                             1,000,000                          $264.00
===========================================================================
(1) Pursuant to Rule 457(h)(1), the proposed maximum offering price per share and the proposed maximum offering price
have been calculated on the basis of the exercise prices of options previously granted with respect to 1,000,000
shares.
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 of 1933 (the "Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Synergy Technologies Corporation (the "Registrant") with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference in this Registration Statement:
The audited consolidated financial statements of the Registrant and its Subsidiaries contained in the registration
statement on Form 10-SB filed July 15, 1999 and on Form 10-SB/A filed on August
17, 1999, each filed by the
Registrant under Rule 424(b) (File No. 000-26721
).
The Registrant's Form 8-K Current Report filed
September 17, 1999
and the Registrant's Quarterly Report on
Form 10-QSB for the Quarterly Period ended September 30, 1999 (File No.
000-26721).
The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form
10-SB (File No. 000-26271
) including any subsequent amendment or report filed for the purpose of updating that
description.
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 of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment indicating that all of
the securities offered hereunder have been sold or de-registering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement
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 subsequently filed document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
The consolidated financial statements of the Registrant as of December 31, 1998 and March 31, 1999, have been
incorporated by reference in this Registration Statement in reliance upon the report of
Sarna & Company, independent
certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting
and auditing. To the extent that
Sarna & Company audits and reports on financial statements of the Registrant issued at
future dates, and consents to the use of their report thereon, such financial statements also will be incorporated by reference
in the registration statement in reliance upon their report and said authority.
Item 4. Description of Securities
Inapplicable.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
Sections 7-109-102 and 7-109-107 of the Colorado General Corporate Law provides that a corporation may indemnify
directors and officers, as well as employees, fiduciaries and agents, against reasonable expenses actually incurred by any such
person in connection with any proceeding in which such person is made a party by reason of such person being or having
been a director, officer, employee or agent of the Registrant. The Colorado General Corporate Law provides that Section
7-109-107 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, general or
specific action of the board of directors or shareholders or by contract. Article X of the Registrant's Articles of Incorporation
and Article V of the Registrant's Bylaws provide for indemnification by the Registrant of its directors, officers, employees,
fiduciaries and agents to the fullest extent permitted by the Colorado General Corporate Law.
The Registrant has not, as of this time, obtained any directors' and/or officers' insurance providing for indemnification of the
Registrant's directors, officers and/or employees for certain liabilities, but it expects to do so in the future.
The Registrant has not entered into any indemnification agreements with any of its current or past directors or officers
providing for indemnification under certain circumstances for acts and omissions which may not be covered by any directors'
and officers' liability insurance.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
Exhibit
Number Description
5.1 Opinion of Lawler & Associates
23.1 Consent of Lawler & Associates (included in Exhibit 5.1 to this Registration Statement).
23.2 Consent of Sarna & Company
24 Powers of Attorney (included on page 6).
99.1 1999 Directors and Employees Stock Option and Stock Award Plan
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 prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or event arising out of 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 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; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; and
(iv) That, for the purpose of determining any liability under the Securities Act, 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.
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.
Insofar as indemnification for liabilities arising under the Securities Act 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 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
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 Securities 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 Calgary, Alberta Canada, on the
th of February,
2000.
SYNERGY TECHNOLOGIES CORPORATION
(Registrant)
By: /s/ Cameron Haworth
---------------------------------------
Cameron Haworth
President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below each severally
constitutes and appoints Cameron Haworth and W. Scott Lawler, Esq. and each of them, as true and lawful attorneys-in-fact
and agents, with full powers of substitution and re-substitution, for them in their name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 they might or could do in person, hereby ratifying and confirming all which said attorneys-in-fact and agents, or any of
them, or their substitute or substitutes, may lawfully do, or cause to be done by virtue hereof.
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, who constitute the entire board of directors.
Signature                                        Capacity                                                      Date
/s/ Cameron Haworth                    Director and President                                  February 11
, 2000
------------------------------         (Principal Executive Officer)
/s/ Jacqueline Danforth                  Director, Secretary and                                  February
11, 2000
------------------------------    Treasurer (Principal Financial and Accounting Officer)
/s/ John Gradek                            Director                                                          February 11
, 2000
------------------------------
/s/ James Shone                             Director                                                           February 11,
2000
_____________________
EXHIBIT INDEX
Exhibit Number         Description
5.1 Opinion of Lawler & Associates
23.1 Consent of Lawler & Associates (included in Exhibit 5.1 to this Registration Statement).
23.2 Consent of Sarna & Company
24 Powers of Attorney (included on page
6 of this Registration Statement).
99.1 1999 Directors and Employees Stock Option and Stock Award Plan
EXHIBIT 5.1
February 5, 2000
Synergy Technologies Corporation
Suite 210
214 11
th
Avenue, S.E.
Calgary, Alberta T2G 0X8
Re: Registration Statement on Form S-8 - Synergy Technologies Corporation 1999 DIRECTORS AND EMPLOYEES
STOCK OPTION AND STOCK AWARD PLAN
Ladies and Gentlemen:
At your request, I am rendering this opinion in connection with the proposed issuance, pursuant to the Synergy Technologies
Corporation 1999 Directors And Employees Stock Option And Stock Award Plan (the "Plan"), of up to 1,000,000 shares
(the "Shares") of common stock, $0.002 par value ("Common Stock"), of Synergy Technologies Corporation, a Colorado
corporation (the "Company").
I have examined instruments, documents and records which we deemed relevant and
necessary for the basis of the opinion hereinafter expressed. In such examination, I have assumed the following: (a) the
authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents
submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have reviewed.
Based on such examination, I am of the opinion that the Shares issuable by the Company pursuant to the Plan, when issued
in accordance with the provisions of the Plan and the stock option agreements entered into thereunder and in the manner
referred to in the prospectus associated with the Registration Statement on Form S-8, will be validly issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8. In giving such consent,
I do not consider that I am an "expert" within the meaning of such term as used in the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission issued thereunder with respect to any part of the Registration
Statement.
I express no opinion as to matters of law in jurisdictions other than the federal securities laws of the United States and the
corporate law of the State of Colorado, and the opinions herein as to such law are based solely on our review of standard
compilations of the official statutes of the State of Colorado.
This opinion is rendered solely for your use as an exhibit to the Registration Statement on Form S-8 and may not be relied
upon for any other purpose. I disclaim any obligation to update this opinion letter for events occurring or coming to our
attention after the date hereof.
Very truly yours,
/s/ W. Scott Lawler, Esq.
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Synergy Technologies
Corporation of our report dated
May 30, 1999 relating to the consolidated financial statements of Synergy Technologies
Corporation and Subsidiaries as of December 31, 1998 and our report dated May 31, 1999 relating to the consolidated
financial statements of Synergy Technologies Corporation and Subsidiaries as of March 31, 1999.
/s/ Sarna & Company
Westlake Village, California
February
, 2000
EXHIBIT 99.1
SYNERGY TECHNOLOGIES CORPORATION
1999 DIRECTORS AND EMPLOYEES STOCK OPTION AND STOCK AWARD PLAN