Form S-8
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<!--StartFragment-->As filed with the Securities and Exchange Commission on November 26, 2001.
File No. 333- Commission file number: 0-20033
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
AmeriResource Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 87-0550824
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
4445 South Jones Blvd., Suite 2, Las Vegas, Nevada 89103
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(Address of Principal Executive Offices) (Zip Code)
Amended and Restated 2001 Stock Option Plan of AmeriResource Technologies, Inc.
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(Full Title of the Plan)
Delmar Janovec, 4445 South Jones Blvd., Suite 2, Las Vegas, Nevada 89103
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(Name, Address, Including Zip Code, of Agent for Service)
Telephone number, including area code, of agent for service: 702-362-9284
CALCULATION OF REGISTRATION FEE
Title of Securities to Amount of Proposed Proposed Amount of
be Registered Shares to be Maximum Maximum Registration
Registered Offering Price Aggregate Fee
Per Share(1) Offering Price
Common Stock,
par value $0.0001 50,000,000 $0.0058 $290,000 $76.56
===================== ============== =============== ============== ===========
(1)Bona Fide estimate of maximum offering price solely for calculating the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933, based on
the closing price of the registrant's common stock as of November 19, 2001, a
date within five business days prior to the date of filing of this registration
statement.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan described herein.
Total number of pages: 10
Index to Exhibits is located on page: 4
<PAGE>
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Cross-Reference Sheet Pursuant to Rule 404(a) under the Securities Act of 1933
Cross-reference between items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee, consultant, or director who
participates in the Plan.
Registration Statement Item Numbers and HeadingsProspectus Heading
Item 1. Plan Information Section 10(a) Prospectus
Item 2. Registrant Information and Section 10(aProspectus
Employee Plan Annual Information
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by AmeriResource Technologies, Inc., a Delaware
corporation (which may hereafter be referred to as "we", "us", or "our(s)"),
with the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
1. Our Annual Report on Form 10-KSB for the fiscal year ended December 31,
2000.
2. All reports filed by us with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year ended December 31, 2000.
3. The description and specimen certificate of our common stock, par value
$0.0001 ("Common Stock"), contained in our registration statement under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
Prior to the filing, if any, of a post-effective amendment that indicates
that all securities covered by this Form S-8 have been sold or that de-registers
all such securities then remaining unsold, all reports and other documents
subsequently filed by us pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
1934 Act shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
Item 4. Description of Securities.
Our Common Stock being registered pursuant to this registration statement is
part of a class of securities registered under Section 12 of the Exchange Act. A
description of such securities is contained in our registration statement under
the Exchange Act, and is incorporated herein by reference.
Item 5. Interests of Named Experts and Counsel.
No expert is named as preparing or certifying all or part of the registration
statement to which this prospectus pertains, and no counsel for us who is named
in this prospectus as having given an opinion on the validity of the securities
being offered hereby was hired on a contingent basis or has or is to receive, in
connection with this offering, a substantial interest, direct or indirect, in
us.
Page 1
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Item 6. Indemnification of Directors and Officers.
Our articles of incorporation and bylaws limit the liability of our directors
to the fullest extent permitted by the Delaware General Corporation Law, s.145,
or any other applicable provision. Generally, Delaware General Corporation Law
permits the indemnification of officers, directors, employees and agents from
any threatened, pending or completed action, suit or proceeding, whether civil
or criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation and from judgments,
expenses, fines, and settlements so long as such person was acting in good faith
and in a manner the person reasonably believed to be in or not opposed to the
best interest of the corporation, or had no reasonable cause to believe that
such conduct was unlawful. In addition, our articles of incorporation provide
that we will indemnify our directors and officers to the fullest extent
permitted by such law. We believe that these provisions are necessary to attract
and retain qualified directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and control persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the United States Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by us of
expenses incurred or paid by a director, officer or control person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or control person, we will, unless in the opinion of counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by us is
against public policy as expressed in the Securities Act of 1933, as amended,
and we will be governed by the final adjudication of such issue.
Item 7. Exemption from Registration Claimed.
N/A.
Item 8. Exhibits.
The Exhibit Index preceding the exhibits is incorporated herein by reference.
Item 9. Undertakings.
(a)The undersigned Registrant hereby undertakes:
(1)To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement 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 in the registration
statement.
(2)To treat, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment as 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.
Page 2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, we certify that
we have reasonable grounds to believe that we meet all of the requirements for
filing on Form S-8 and have duly caused this registration statement to be signed
on our behalf by the undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada, on November 26, 2001.
AMERIRESOURCE TECHNOLOGIES, INC.
By: /s/ Delmar Janovec
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Delmar Janovec, President
POWER OF ATTORNEY
The undersigned directors and officers of AMERIRESOURCE TECHNOLOGIES, INC.
hereby constitute and appoint Delmar Janovec, with full power to act without the
other and with full power of substitution and resubstitution, our true and
lawful attorney-in-fact with full power to execute in our name and behalf in the
capacities indicated below any and all amendments (including post-effective
amendments and amendments thereto) to this registration statement under the
Securities Act of 1933 and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission
and hereby ratify and confirm each and every act and thing that such
attorney-in-fact, or his substitute, shall lawfully do or cause to be done by
virtue thereof.
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.
Signature Title Date
/s/ Delmar Janovec Chairman of the Board of November 26, 2001
------------------------------ Director and Chief
Delmar Janovec Executive Officer
/s/ Rod Clawson Director November 26, 2001
------------------------------
Rod Clawson
Page 3
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INDEX TO EXHIBITS
SEC Ref. Page Description of Exhibit
No. No.
4 5 Amended and Restated 2001 Stock Option Plan
5,23 8 Opinion and Consent of Counsel
23 10 Consent of Accountant
Page 4
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Exhibit 4
AMENDED AND RESTATED 2001 STOCK OPTION PLAN
OF
AMERIRESOURCE TECHNOLOGIES, INC.
WHEREAS, AmeriResource Technologies, Inc., a Delaware corporation (the
"Company") has heretofore adopted and maintains the 2001 Stock Option Plan of
AmeriResource Technologies, Inc. (the "Plan") for the benefit of eligible
employees of the Company and participating affiliates;
WHEREAS, the Company desires to restate and amend the Plan to increase the
amount of shares of its common stock subject to the Plan from Fifty Million
(50,000,000) shares to One Hundred Million (100,000,000) shares, intending
thereby to provide an uninterrupted and continuing program of benefits;
NOW THEREFORE, the Plan is hereby restated in its entirety as follows with no
interruption in time, effective as of November 19, 2001, except as otherwise
indicated herein:
AmeriResource Technologies, Inc., a Delaware corporation (the "Company"),
hereby adopts the Amended and Restated 2001 Stock Option Plan of AmeriResource
Technologies, Inc. (this "Plan"), on this 19TH day of November 2001. Under this
Plan, the Company may grant options to acquire (the "Options") One Hundred
Million (100,000,000) shares of its common stock, par value $0.0001 (the
"Stock"), from time to time to employees of the Company or its subsidiaries, all
on the terms and conditions set forth herein. In addition, at the discretion of
the Board of Directors, options to acquire stock of the Company may from time to
time be granted under this Plan to other individuals, including consultants or
advisors, who contribute to the success of the Company or its subsidiaries and
are not employees of the Company or its subsidiaries, provided that bona fide
services shall be rendered by consultants and advisors and such services shall
not be in connection with the offer or sale of securities in a capital-raising
transaction and do not directly or indirectly promote or maintain a market in
our securities.
1. Purpose of this Plan. This Plan is intended to aid the Company in maintaining
and developing a management team, and in attracting new personnel as needed and
to provide such personnel with an incentive to remain employees of the Company,
to use their best efforts to promote the success of the Company's business, and
to provide them with an opportunity to obtain or increase a proprietary interest
in the Company. It is also designed to permit the Company to reward those
individuals who are not employees of the Company but who management perceives to
have contributed to the success of the Company, or who are important to the
continued business and operations of the Company. The above goals will be
achieved through the granting of Options.
2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of governing law, the Board may delegate administration of
this Plan or specific administrative duties with respect to this Plan on such
terms and to such committees of the Board as it deems proper (hereinafter the
Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. The grant of any Option approved
by a majority vote of those Plan Administrators attending a duly and properly
held meeting shall be valid. Any Option approved by the Plan Administrators
shall be approved as specified by the Board at the time of delegation.
3. Shares of Stock Subject to this Plan. A total of One Hundred Million
(100,000,000) shares of Stock may be subject to, or issued pursuant to, Options
granted under this Plan.
4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.
5. Eligibility. The Plan Administrators may grant Options to employees,
officers, and directors of the
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Company and its subsidiaries, as may be existing from time to time, and to other
individuals who are not employees of the Company, or its subsidiaries, including
consultants and advisors, provided that such consultants and advisors render
bona fide services to the Company or its subsidiaries and such services are not
rendered in connection with the offer or sale of securities in a capital-raising
transaction and do not directly or indirectly promote or maintain a market in
our securities. In any case, the Plan Administrators shall determine, based on
the foregoing limitations and the Company's best interests, which employees,
officers, directors, consultants and advisors are eligible to participate in
this Plan. Options shall be in the amounts, and shall have the rights and be
subject to the restrictions, as may be determined by the Plan Administrators,
all as may be within the provisions of this Plan.
6. Term of Options and Certain Limitations on Right to Exercise.
a. Each Option shall have its term established by the Plan Administrators at
the time the Option is granted but in no event may such term exceed five (5)
years.
b. The term of the Option, once it is granted, may be reduced only as
provided for in this Plan and under the express written provisions of the
Option.
c. Unless otherwise specifically provided by the written provisions of the
Option or required by applicable disclosure or other legal requirements
promulgated by the Securities and Exchange Commission ("SEC"), no participant
of this Plan or his or her legal representative, legatee, or distributee will
be, or shall be deemed to be, a holder of any shares subject to an Option
unless and until such participant exercises his or her right to acquire all
or a portion of the Stock subject to the Option and delivers the full
exercise price to the Company in accordance with the terms of this Plan and
the Option and then only as to the number of shares of Stock validly
acquired. Except as specifically provided in this Plan or as otherwise
specifically provided by the written provisions of the Option, no adjustment
to the exercise price or the number of shares of Stock subject to the Option
shall be made for dividends or other rights for which the record date is
prior to the date on which the Stock subject to the Option is acquired by the
holder.
d. The number of shares of Stock subject to an Option shall be adjusted to
take into account any stock splits, stock dividends, recapitalization of the
Stock as provided in the Plan.
e. Options shall vest and become exercisable at such time or times and on
such terms as the Plan Administrators may determine at the time Options are
granted, subject to this Plan's requirements and restrictions.
f. Options may contain such other provisions, including further lawful
restrictions on the vesting and exercise of the Options as the Plan
Administrators may deem advisable.
g. In no event may an Option be exercised after the expiration of its term.
h. Options shall be non-transferable, except by the laws of descent and
distribution.
7. Exercise Price. At the time Options are granted, the Plan Administrators
shall establish the exercise price payable to the Company for shares to be
obtained pursuant to Options.
8. Payment of Exercise Price. The exercise of any Option shall be contingent on
receipt by the Company of the exercise price paid in either cash, certified or
personal check payable to the Company, or other good and valuable consideration.
9. Withholding. If the grant or exercise of an Option is subject to withholding
or other trust fund payment requirements of the Internal Revenue Code of 1986,
as amended (the "Code"), or applicable state or local laws, the Company may
initially pay the Optionee's liability and be reimbursed by Optionee no later
than six months after such liability arises and as a condition of accepting
Options hereunder, all Optionees hereby agree to such reimbursement terms.
10. Dilution or Other Adjustment. The shares of Stock subject to this Plan
and the exercise price
Page 6
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of outstanding Options are subject to proportionate adjustment in the event of a
stock dividend on the Stock or a change in the number of issued and outstanding
shares of Stock as a result of a stock split, consolidation, or other
recapitalization. The Company, in its discretion, may adjust the Options or
issue replacements to best maintain for the Option Holder the same or similar
rights as were possessed prior to such dilution or other adjustment.
11. Options to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Options
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Options made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.
12. Listing and Registration of Shares. Each unexercised Option shall be subject
to the requirement that, if at any time, the Plan Administrators shall
determine, in its sole discretion, that it is necessary or desirable to list,
register, or qualify the shares covered by unexercised Options on any securities
exchange or under any state or federal law, or obtain the consent or approval of
any governmental agency or regulatory body as a condition of, or in connection
with, the granting of such Option or the issuance or purchase of shares
thereunder, such Option may not be exercised in whole or in part unless and
until such listing, registration, consent, or approval shall have been effected
or obtained free of any conditions not acceptable to the Plan Administrators.
13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five (5) years from the date first appearing in
this Plan or the date on which the One Hundred Millionth (100,000,000th) share
is issued hereunder.
14. Amendment of this Plan. This Plan may not be amended more than once during
any six- month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect; provided, however, that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable provisions of the
Code governing incentive stock options as they may be amended from time to time,
such amendment or modification shall also be approved by the shareholders of the
Company.
ATTEST:
/s/ Delmar Janovec
Delmar Janovec, President
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Exhibit 5, 23
333 Elm Street, Suite 101
WOLTJEN Dallas, Texas 75226
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LAW FIRM Telephone: 214-742-5555
Facsimile: 214-742-5545
E-Mail: woltjenlaw@woltjenlaw.com
November 20, 2001
Board of Directors
AmeriResource Technologies, Inc.
4445 South Jones Blvd., Suite 2
Las Vegas, NV 89103
To the Board of Directors of AmeriResource Technologies Inc.
AmeriResource Technologies Inc., a Delaware corporation (the "Company"), has
informed Woltjen Law Firm (the "Firm"), of its intention to file on or about
November 26, 2001, a registration statement on Form S-8 under the Securities Act
of 1933, as amended ("Registration Statement"), concerning One Hundred Million
(100,000,000) shares (the "Shares") of its common stock, par value $0.0001
("Common Stock"), with the Securities and Exchange Commission ("SEC"). In
connection with the filing of the Registration Statement, you have requested the
Firm's opinion regarding the issuance of Common Stock.
You have represented to the Firm that the Company is subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, that the Company is current in filing such reporting requirements with
the SEC and that the Company's board of directors has authorized the filing of
the Registration Statement. Based on the these representations and to the best
of the Firm's knowledge, the Firm is of the opinion that the Common Stock will,
when sold, be legally issued, fully paid and non-assessable. This Opinion is
conditioned upon the above requirements being met.
The opinion set forth above is predicated upon and limited to the correctness of
the assumptions set forth herein, and is further subject to qualifications,
exceptions, and limitations set forth below:
A. The Firm expressly excepts from the opinion set forth herein any opinion
or position as to whether or to what extent a Delaware court, or any other
court, would apply Delaware law, or the law of any other state or
jurisdiction except the federal law of the United States of America, to any
particular aspect of the facts, circumstances and transactions that are the
subject of the opinion herein contained.
B. In rendering this opinion, the Firm assumed that the Company is satisfying
the various substantive requirements of Form S-8. The Firm, therefore,
expressly disclaims any opinion regarding the Company's compliance with such
requirements.
C. The Firm expressly excepts from the opinion set forth herein any opinion
concerning the need for compliance by any party, specifically by the Company,
with the provisions of the securities laws, regulations, and/or rules of the
United States of America, the State of Delaware, or any other jurisdiction.
D. In expressing the opinion set forth herein, the Firm assumed the
authenticity and completeness of all corporate documents, records and
instruments provided to the Firm by the Company and its representatives. The
Firm assumed the accuracy of all statements of fact contained therein. The
Firm further assumed the genuineness of signatures (both manual and
conformed), the authenticity of documents submitted as originals, the
conformity to originals of all copies, or faxed copies, and the correctness
of all such documents. This opinion is conditioned on all of these
assumptions being correct.
E. The Firm expressly excepts from the opinion set forth herein any opinion
concerning the propriety of any issuance of any shares, or the consideration
tendered for such shares, and any opinion concerning the tradability of any
shares whether or not issued under the Registration Statement.
F. The opinion contained herein is rendered as of the date hereof, and the
Firm undertakes no obligation to advise of any changes in or any new
developments which might affect any matters or opinions set forth herein, and
the Firm hereby disclaims any such obligation.
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This Opinion may be relied upon by you only in connection with filing of the
Registration Statement, and the Firm hereby consents to the use of it as an
exhibit to the Registration Statement. This Opinion may not be used or relied
upon by you or any other person for any purpose whatsoever, without in each
instance the Firm's prior written consent.
Sincerely,
/s/ Woltjen Law Firm
Woltjen Law Firm
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<PAGE>
Exhibit 23
CLYDE BAILEY P.C.
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Certified Public Accountant
10924 Vance Jackson #404
San Antonio, Texas 78230
(210) 699-1287(ofc.)
(888) 699-1287 o (210) 691-2911 (fax)
Member:
American Institute of CPA's
Texas Society of CPA's
November 20, 2001
Board of Directors
AmeriResource Technologies, Inc.
4445 South Jones Blvd., Suite 2
Las Vegas, Nevada 89103
RE: Use of Financial Statements in Form S-8 Registration Statement
Dear Board of Directors:
As independent public accountants for AmeriResource Technologies, Inc., a
Delaware corporation (the "Company"), we hereby consent to the use of our report
included in the annual report of the Company on Form 10-KSB for the year ended
December 31, 2000 in the Company's Form S-8 registration statement.
Sincerely,
/s/ Clyde Bailey
Clyde Bailey, P.C.
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