UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AMERICAN RESOURCES AND DEVELOPMENT COMPANY
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(Exact Name of Registrant as Specified in its Charter)
Utah 87-0401400
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(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
2035 N.E. 181st
Gresham, OR 97230
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(Address of Principal Executive Offices)
(503) 492-1500
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(Issuer's Telephone Number, including Area Code)
Consultant Compensation Agreement
American Resources and Development Company 1997 Stock Plan
American Resources and Development Company 2001 Stock Plan
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(Full Title of the Plans)
Will Papenfuss
2035 N.E. 181st
Gresham, OR 97230
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(Name and Address of Agent for Service)
(503) 492-1500
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(Telephone Number 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
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Title of Each
Class of Proposed Proposed
Amount of Maximum Maximum
Securities to Amount to Price per Aggregate
be Registered be Registered Unit/Share Offering Price Filing Fee
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$0.001 par
value common
voting stock 1,560,000 $.25 $375,000.00 $104.25 (1)
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(1) Calculated according to Rule 230.457(h) of the Securities and Exchange
Commission, based upon the exercise price of the options covering the
underlying common stock to be issued under the Plans.
PART I
Item 1. Plans and Agreement Information.
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Agreement.
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A copy of a Consultant Compensation Agreement between American
Resources and Development Company and Michael L. Labertew and Douglas Parry the
"Consultant Agreement")is attached hereto and incorporated herein by reference.
Plans.
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A copy of the American Resources and Development Company 1997
Stock Plan (the "1997 Plan")is attached hereto and incorporated by reference.
A copy of the American Resources and Development Company 2001
Stock Plan (the "2001 Plan") is attached hereto and incorporated by reference.
Item 2. Registrant Information and Employee Plans Annual Information.
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Available Information.
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Copies of the Plans, our most recent 10-KSB annual filing, and our
10-QSB quarterly reports and any 8-K current reports and/or proxy or information
statements filed with the Securities and Exchange Commission (the "Commission")
during the past twelve months, have been provided or been made available to the
Plans' participants and to our legal consultants.
Additional information regarding American Resources and Development
Company may be reviewed at the Commission's web site www.sec.gov.
PART II
Information Required in the Registration Statement
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Item 3. Incorporation of Documents by Reference.
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The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:
(a) Our most recent 10-KSB;
(b) All other reports filed by us pursuant to Sections 13(a) or
15(d)of the Securities Exchange Act of 1934 (the "Exchange Act")for the past
twelve months;
(c) Not applicable.
All documents subsequently filed by us 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 have been sold or which
deregisters all securities then remaining unsold, shall also be deemed to be
incorporated by reference into this Registration Statement and made a part
hereof from the date of the filing of such documents.
Item 4. Description of Securities.
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We are authorized to issue up to 125,000,000 shares of $0.001 par
value common voting stock.
The holders of our common stock have traditional rights as to voting,
dividends and liquidation. All shares of common stock are entitled to one vote
on all matters; there are no pre-emptive rights and cumulative voting is not
allowed. The common stock is not subject to redemption and carries no
subscription or conversion rights. In the event of our liquidation, the holders
of common stock are entitled to share equally in corporate assets after
satisfaction of all liabilities.
Item 5. Interest of Named Experts and Counsel.
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Michael L. Labertew, Esq., who has prepared this Registration
Statement, the 2001 Plans and an Opinion regarding the authorization, issuance
and fully-paid and non-assessable status of the securities covered by this
Registration Statement, will own 10,000 shares of our common stock pursuant to
this Registration Statement, which have an undetermined market value due to the
fluctuation in trading in our stock on the OTCBB, but which we have assigned the
value of $.25 per share. Mr. Labertew is not deemed to be an affiliate of
American Resources and Development Company or a person associated with an
affiliate of American Resources and Development Company. See Item 8 below.
Item 6. Indemnification of Directors and Executive Officers.
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Under Utah corporate law, a corporation has the power to indemnify any
person who is made a party to any civil, criminal, administrative or
investigative proceeding, other than an action by or in the right of the
corporation, by reason of the fact that such person was a director, officer,
employee or agent of the corporation, against expenses, including reasonable
attorneys' fees, judgments, fines and amounts paid in settlement of any such
actions; provided, however, in any criminal proceeding, the indemnified person
shall have had no reason to believe the conduct committed was unlawful.
Item 7. Exemption from Registration Claimed.
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None.
Item 8. Exhibits.
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Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Michael L. Labertew, Esq.
25.1 Consent of HJ & Associates, Certified Public Accountants
99.1 Consultant Compensation Agreement
99.2 American Resources and Development Company 1997 Stock Plan
99.3 American Resources and Development Company 2001 Stock Plan
Counterpart Signature Pages
Participant Letter
Participant Response Letters
Item 9. Undertakings.
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American Resources and Development Company hereby undertakes:
(a) (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 (the "1933 Act");
(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; and
(iii) To include any additional or changed material
information with respect to the Plans of distribution not previously disclosed
in the Registration Statement or any material change to such information in the
Registration Statement; provided, however, only to the extent required by the
general rules and regulations of the Commission.
(2) That, for the purpose of determining any liability under
the 1933 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.
(b) That for purposes of determining any liability under the 1933 Act,
each filing of an annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
Plans' annual report pursuant to 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.
(c) Insofar as indemnification for liabilities arising under the 1933
Act, as amended, may be permitted to directors, executive officers and
controlling persons of American Resources and Development Company as outlined
above or otherwise, we have been advised that in the opinion of the Commission,
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by American Resources and
Development Company of expenses incurred or paid by a director, executive
officer or controlling person of American Resources and Development Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, executive officer or controlling person in connection with the
securities being registered, American Resources and Development 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 of whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the 1933 Act, American Resources and
Development Company 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, on the date or dates appearing opposite the respective
signatures hereto.
American Resources and
Development Company:
Date: 03/19/2001 /s/ B. Willes Papenfuss
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President, Chief Executive Officer
and Director
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Date: 03/19/2001 /s/ B. Willes Papenfuss
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President, Chief Executive Officer
and Director
Date: 03/19/2001 /s/ Timothy M. Papenfuss
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Secretary/Treasurer and Director
(Chief Financial Officer, Chief
Accounting Officer and Controller)
Date: 03/19/2001 /s/ Jeffrey Harden
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Vice President and Director
Date: 03/19/2001 /s/ Robert Mintz
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Director
Date: 03/19/2001 /s/ Barry Papenfuss
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Vice President
Securities and Exchange Commission File No. 000-18865
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
American Resources and Development Company, Inc.
EXHIBIT INDEX
Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Michael L. Labertew, Esq.
25.1 Consent of HJ & Associates, Certified Public Accountants
99.1 Consultant Compensation Agreement
99.2 American Resources and Development Company 1997 Stock Plan
99.3 American Resources and Development Company 2001 Stock Plan
Counterpart Signature Pages
Participant Letter