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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
Registration Statement
Under
The Securities Act of 1933, as amended.
NORTH AMERICAN RESORTS, INC.
(Exact name of registrant as specified in charter.)
COLORADO 84-126065
(State of other jurisdiction (I.R.S. Employer of incorporation
or organization) Identification Number)
15945 Quality Trail North
Scandia, Minnesota 55073
(888) 709-3976
(Address and telephone of executive offices, including zip code.)
THE NORTH AMERICAN RESORTS, INC.
2000 QUALIFIED STOCK OPTION PLAN
Ben Traub, President
NORTH AMERICAN RESORTS, INC.
15945 Quality Trail North
Scandia, Minnesota 55073
(888) 709-3976
(Name, address and telephone of agent for service)
Copies of all communications, including all communications sent to
the agent for service, should be sent to:
Conrad C. Lysiak, Esq.
601 West First Avenue
Suite 503
Spokane, Washington 99201
(509) 624-1475
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 employee benefit
plan described herein.
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CALCULATION OF REGISTRATION FEE
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Aggregate
Proposed Proposed
Title of Each Maximum Maximum
Class of Offering Aggregate Amount of
Securities to Amount to be Price per Offering Registration
be Registered Registered Unit/Share Price [1] Fee [1]
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Common
Shares,
$0.001 par value,
issuable upon
exercise of
stock options
by Grantees 800,000 $ 6.50 $ 5,200,000 $ 1,372.80
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Totals 800,000 $ 6.50 $ 5,200,000 $ 1,372.80
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[1] Based upon the mean between the closing bid and ask prices for
common shares on June 27, 2000, in accordance with Rule 457(c).
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this
Registration Statement and made a part hereof:
(a) The Registrant's Form 10-KSB (File No. 0-26760) filed with the
Securities and Exchange Commission (the "Commission") for the
period ending December 31, 1999.
(b) All other reports filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "Exchange Act") since filing
the aforementioned Form 10-KSB.
ITEM 4. DESCRIPTION OF SECURITIES.
Common Stock.
The authorized Common Stock of the Company consists of 300,000,000
shares of $0.001 par value Common Stock. As of June 27, 2000,
9,605,500 shares are issued and outstanding. 105,500 shares are freely
tradeable without restriction or further registration under the
Securities Act of 1933, as amended (the "Act") except for shares owned
by existing "affiliates" of the Company, which may be subject to the
limitations of Reg. 144 promulgated under the Act.
In general, under Reg. 144, a person (or persons whose shares are
aggregated) who has satisfied a one (1) year holding period may sell in
ordinary market transactions through a broker or with a market maker,
within any three (3) month period a number of shares which does not
exceed the greater of one percent (1%) of the number of outstanding
shares of Common Stock or the average of the weekly trading volume of
the Common Stock during the four calendar weeks prior to such sale.
Sales under Reg. 144 require the filing of Form 144 with the Securities
and Exchange Commission. If the shares of Common Stock have been held
for more than two (2) years by a person who is not an affiliate, there
is no limitation on the manner of sale or the volume of shares that may
be sold and no Form 144 is required. Sales under Reg. 144 may have a
depressive effect on the market price of the Company's Common Stock.
All shares have equal voting rights and are not assessable.
Voting rights are not cumulative and, therefore, the holders of more
than 50% of the Common Stock could, if they chose to do so, elect all
of the directors of the Company.
Upon liquidation, dissolution or winding up of the Company, the
assets of the Company, after the payment of liabilities, will be
distributed pro rata to the holders of the Common Stock. The holders
of the Common Stock do not have preemptive rights to subscribe for any
securities of the Company and have no right to require the Company to
redeem or purchase their shares. The shares of Common Stock presently
outstanding are fully paid and non-assessable.
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Dividends
Holders of the Common Stock are entitled to share equally in
dividends when, as and if declared by the Board of Directors of the
Company, out of funds legally available therefore. No dividend has
been paid on the Common Stock since inception, and none is contemplated
in the foreseeable future.
Transfer Agent
Signature Transfer Agent, 14675 Midway Road, Suite 221, Dallas,
Texas 75244 is the Company's transfer agent.
The Registrant is authorized to issue only one class of
securities, being comprised of $0.001 par value common stock.
Common Stock.
The holders of the $0.001 par value common stock of the Registrant
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 liquidation of the Registrant,
the holders of common stock are entitled to share equally in corporate
assets after satisfaction of all liabilities. Copies of the Articles
of Incorporation and Bylaws were filed as Exhibits to a Registration
Statement filed by the Registrant on Form 10, SEC File 0-26760, which
became effective by operation of law sixty days thereafter, are
incorporated herein by reference.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Colorado Corporation Code, Section 7-3-101.5, contains
indemnification provisions which permits indemnification by a
corporation of any officer, director and affiliated person who was or
is a party, or who is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that
he is or was a member, director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
member, director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses, including attorney's fees, and against judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted, or failed
to act, in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. All indemnification must be
reported to the shareholders at the next annual meeting. In some
instances a court must approve such indemnification.
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ITEM 7. EXEMPTION FROM REGISTRATION.
None; not applicable.
ITEM 8. EXHIBITS.
The following documents are incorporated herein by reference from
the Company's Form 10 Registration Statement, SEC file #0-26760, as
filed with the Securities and Exchange Commission.
Exhibit No. Description
3.1 Articles of Incorporation.
3.2 Bylaws.
3.3 Amendments to the Articles of Incorporation.
4.1 Specimen Stock Certificate
The following documents are incorporated herein:
5.1 Opinion of Conrad C. Lysiak, regarding the legality of
the securities registered under this Registration
Statement.
10.1 2000 Qualified Stock Option Plan.
23.1 Consent of S.W. Hatfield, CPA.
23.2 Consent of Conrad C. Lysiak, Attorney at Law
ITEM 9. UNDERTAKINGS.
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 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.
The undersigned registrant hereby undertakes that, for the
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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended the Registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-8 and
has duly caused this Registration Statement thereto to be signed on its
behalf by the undersigned, thereunto duly authorized on the 27th day
of June, 2000.
NORTH AMERICAN RESORTS, INC.
BY: /s/ Ben Traub
BEN TRAUB, President
KNOW ALL MEN BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints BEN TRAUB, as true and lawful
attorney-in-fact and agent, with full power of substitution, for his
and in his name, place and stead, in any and all capacities, to sign
any and all amendments to this Registration Statement, and to file the
same, therewith, with the Securities and Exchange Commission, and to
make any and all state securities laws or blue sky filings, granting
unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite or necessary to be
done in about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying the confirming all that
said attorney-in-fact and agent, or any substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement thereto has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Ben Traub
BEN TRAUB President, Chief Executive June 27, 2000
Officer and a member of the
Board of Directors
/s/ Robert Seitz
ROBERT SEITZ Vice President and a member June 27, 2000
of the Board of Directors
/s/ Ellen Luthy
ELLEN LUTHY Secretary/Treasurer, Chief June 27, 2000
Financial Officer and a member
of the Board of Directors
