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As filed with the Securities and Exchange Commission on March 24, 1998
Registration No. ___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
____________________
COYOTE SPORTS, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
88-0326730
(I.R.S. Employer Identification No.)
2291 Arapahoe Avenue
Boulder, CO 80302
(Address of principal executive offices)
COYOTE SPORTS, INC. 1997 STOCK OPTION PLAN
(Full Title of the Plan)
Mel Stonebraker, Chief Executive Officer Copy to: Laurie P. Glasscock, Esq.
Coyote Sports, Inc. Chrisman, Bynum & Johnson, P.C.
2291 Arapahoe Avenue 1900 Fifteenth Street
Boulder, CO 80302 Boulder, CO 80302
(303) 417-0942
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Securities Maximum Maximum Amount of
to be Amount to be offering price per aggregate offering Registration
registered Registered Share (1) price (1) Fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.001 1,000,000 shares $6.125 $6,125,000 $1,807.00
par value) to be
issued pursuant
to the Coyote
Sports, Inc.
1997 Stock
Option Plan
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of Coyote Sports, Inc. Common
Stock on March 18, 1998, as reported on the NASDAQ Small Cap Market System.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
- ------------------------------------------------
The following documents, which have been filed by Coyote Sports, Inc. (the
"Company") with the Securities and Exchange Commission, are incorporated by
reference in this Registration Statement , as of their respective dates:
(a) The Company's Registration Statement No. 333-29077, filed on June
12, 1997 and declared effective on September 18, 1997.
(b) The Company's Form 10-QSB filed for the quarter ended September
30, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the respective dates of filing of such
documents.
Item 4. Description of Securities
- ----------------------------------
Not Applicable.
Item 5. Interest of Named Experts and Counsel
- ----------------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
- ---------------------------------------------------
Section 78.751 of the Nevada Revised Statutes permits, among other things,
indemnification of persons made or threatened to be made a party to a proceeding
by reason of acts or omissions performed in their official capacity as an
officer, director, employee or agent of the corporation against judgments,
penalties and fines (including attorneys' fees) if such person acted in good
faith and in a manner which he reasonably believed to be in 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. In addition NRS
78.751(3) requires payment by the corporation of reasonable expenses, including
attorneys' fees, actually and reasonably incurred by him in connection with the
defense. A decision as to required indemnification is made by the stockholders;
by a majority vote of a quorum consisting of directors who were not parties to
the act, suit or proceeding; or if such quorum of disinterested directors so
order, by independent legal counsel in a written opinion; or if a quorum of
disinterested directors cannot be obtained, by independent legal counsel in a
written opinion. The Articles of Incorporation, as amended, provide that the
Company shall indemnify, to the fullest extent permitted by law, any person and
the estate and personal representative of any such person, against all liability
and expense (including attorneys' fees) incurred by reason of the fact that the
person is or was a director or officer of the Company or, while serving as a
director or officer, such person is or was serving as a director, officer,
partner, trustee, employee, fiduciary, or agent of, or in any similar managerial
or fiduciary position of, another domestic or foreign corporation or other
individual or entity or of an employee benefit plan. This indemnification may
include indemnification for liabilities arising under the Securities Act of
1933.
Item 7. Exemption from Registration Claimed
- --------------------------------------------
Not Applicable.
II-2
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Item 8. Exhibits
- ------------------
4. 1997 Stock Option Plan of the Company (Incorporated by reference from
Exhibit 10.10 to Registration Statement No. 333-29077).
5. Opinion of Chrisman, Bynum & Johnson, P.C.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Chrisman, Bynum & Johnson, P.C. (Included in No. 5 above)
Item 9. Undertakings
- ---------------------
A. Post-Effective Amendments
-------------------------
The undersigned issuer 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 of 1933.
(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;
(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 subparagraphs (i) and (ii) above will not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the issuer pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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.
(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. Subsequent Documents Incorporated by Reference
----------------------------------------------
The undersigned registrant hereby undertakes that, for 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 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. Claims for Indemnification
--------------------------
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such
II-3
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liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or other 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 Act and will be governed by the final adjudication of
such issue.
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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, hereunto duly
authorized in the City of Boulder, State of Colorado, on the 10th day of March,
1998.
COYOTE SPORTS, INC.
By: /s/ Mel S. Stonebraker
-------------------------------------------
Mel S. Stonebraker, Chief Executive Officer
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.
Signatures Title Date
---------- ----- ----
/s/ Mel Stonebraker Chief Executive Officer, March 10, 1998
- --------------------- Secretary and Director
Mel Stonebraker
/s/ James M. Probst President and Director March 10, 1998
- --------------------- and Director
James M. Probst
/s/ Jeffrey T. Kates Director March 10, 1998
- ---------------------
Jeffrey T. Kates
/s/ Don A. Forte Director March 10, 1998
- ---------------------
Don A. Forte
/s/ John P. McNeill Chief Financial Officer March 10, 1998
- ---------------------
John P. McNeill
II-5
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INDEX TO EXHIBITS
Exhibit No.
5 Opinion of Chrisman, Bynum & Johnson, P.C.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Chrisman, Bynum & Johnson, P.C. (Included in Exhibit 5 above)
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[LETTERHEAD OF CHRISMAN BYNUM & JOHNSON APPEARS HERE]
March 23, 1998
Board of Directors
Coyote Sports, Inc.
2291 Arapahoe Avenue
Boulder, CO 80302
Re: Registration Statement on Form S-8
1997 Stock Option Plan
Gentlemen:
We are counsel for Coyote Sports, Inc., a Nevada corporation (the "Company"), in
connection with a Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the United States Securities and Exchange
Commission, pursuant to the Securities Act of 1933, as amended. The
Registration Statement covers a proposed offering of 1,000,000 shares of the
Company's Common Stock to be issued pursuant to the Coyote Sports, Inc. 1997
Stock Option Plan.
In connection with our representation of the Company, we are of the opinion
that:
1. The Company has been duly incorporated under Nevada law, and is validly
existing as a corporation in good standing under the laws of that state.
2. The 1,000,000 shares of Common Stock proposed to be sold pursuant to this
offering will, upon the purchase, receipt of full payment, issuance and delivery
of such shares in accordance with the terms of the offering described in the
Registration Statement, be duly and validly authorized, legally issued, fully
paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Laurie P. Glasscock, Esq.
Laurie P. Glasscock, Esq.
LPG/rdm
cc: Mr. Mel Stonebraker, Coyote Sports, Inc.
Mr. Jarold B. Mittleider, KPMG Peat Marwick LLP
NASDAQ
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CONSENT OF INDEPENDENT AUDITORS
-------------------------------
THE BOARD OF DIRECTORS
COYOTE SPORTS, INC.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Coyote Sports, Inc. of our report dated May 19, 1997 except for Note 8
and Note 14, which are as of June 11, 1997 and August 11, 1997, respectively,
relating to the consolidated balance sheets of Coyote Sports, Inc. and
subsidiaries as of December 31, 1995 and 1996, and the related consolidated
statements of operations, stockholders' equity (deficit), and cash flows for the
years then ended, which report appears in Form SB-2 No. 333-29077 of Coyote
Sports, Inc.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Boulder, Colorado
March 23, 1998
