SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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Liberty Mint, Ltd.
(Exact name of registrant as specified in its charter)
Nevada 84-1409219
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
975 North 1430 West, Orem, Utah 84059
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(Address of principal executive offices)
Liberty Mint, Ltd. Compensation Plan
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(Full title of the plan)
Dan Southwick, 975 North 1430 West,
Orem, Utah 84057
(Name, address, including zip code, of agent for service)
Telephone number, including area code, of agent for service: (801) 426-6699
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Securities to be Amounts to Proposed Maximum Proposed Maximum Amount of
Registered be Registered Offering Price Per Aggregate Offering Registration
Share(1) Price Fee
<S> <C> <C> <C> <C>
Common Stock, 180,000 $0.1875 $33,750 $8.91
$0.001 par value
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</TABLE>
(1) Bona Fide estimate of maximum offering price solely for calculating the
registration fee pursuant to Rule 457(c) and (h) of the Securities Act
of 1933, based on the average bid and asked price of the registrant's
common stock as of September 27, 2000, a date within five business days
prior to the date of filing of this registration statement.
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Liberty Mint, Ltd. Compensation Plan
Cross-Reference Sheet Pursuant to Rule 404(a)
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 Headings Prospectus Heading
1. Plan Information Section 10(a) Prospectus
2. Registrant Information and Section 10(a) Prospectus
Employee Plan Annual Information
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Liberty Mint, Ltd., a Nevada corporation (the
"Company"), with the Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference:
1. The Company's Form 10-SB/A-4 filed with the Securities and
Exchange Commission on May 12, 2000.
2. The Company's Form 10-KSB/A filed with the Securities and
Exchange Commission on May 12, 2000.
3. The Company's Form 10-QSB filed with the Securities and Exchange
Commission on August 14, 2000.
4. The description of the Common Stock contained in the Company's
Form 10-SB Registration Statement filed on September 21, 1999
under the Securities 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 Registration Statement have been sold or that
de-registers all such securities then remaining unsold, all reports and other
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Exchange 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
The common stock of the Company 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 the Company's
initial Form 10-SB Registration Statement filed with the Commission on
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September 21, 1999, and any amendment or report filed for the purpose of
updating such description. Said description is incorporated herein by reference.
(See "Item 3. Incorporation of Documents by Reference.")
Item 5. Interests of Named Experts and Counsel
Richard D. Surber, an attorney licensed to practice law in the State of
California, is named herein as having rendered an opinion on the validity of the
securities being registered herein and with respect to legal matters concerning
the registration and offering of the securities referred to herein. Mr. Surber
owns 180,000 shares of the Company's $0.001 par value common stock which
represents 0.6% of the issued and outstanding shares of the Company. The shares
were received by Mr. Surber for services rendered to the Company with respect to
its Section 12(g) filings with the Securities and Exchange Commission.
Item 6. Indemnification of Directors and Officers
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Securities Act"), may be permitted to members of the
board of directors, officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
An officer or director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as an officer or director, except for liability to the Corporation or to
its shareholders for monetary damages for (i) acts of omissions which involve
intentional misconduct, fraud or knowing violation of law, or (ii) the payment
of dividends in violation of Section 78.300 of the Nevada Revised Statutes.
Any repeal or modification of the indemnification rights granted to officers and
directors of the corporation shall be prospective only, and shall not adversely
affect any limitation of the personal liability of an officer or director of the
Company for acts or omissions prior to the repeal or modification of the right
of indemnification.
In accordance with the provisions referenced above, the Company will indemnify
to the fullest extent permitted by its Articles and Bylaws, and in the manner
permissible under the laws of the State of Nevada, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer of the Company, or served any other enterprise as
director, officer or employee at the request of the Company. The Board of
Directors, in its discretion, will have the power on behalf of the Company to
indemnify any person, other than a director or officer, made a party to any
action, suit or proceeding by reason of the fact that he or she is or was an
employee of the Company.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company, the
Company 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 liabilities ( other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceedings) is asserted by such
director, officer,
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or controlling person in connection with any securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to 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
issues.
The foregoing discussion of indemnification merely summarizes certain aspects of
indemnification provisions and is limited by reference to the Sections of the
Nevada Revised Statutes set forth above and the provisions of the Company's
Bylaws and the Company's Articles of Incorporation, or any amendments thereto.
Item 7. Exemption from Registration Claimed
No restricted securities are being reoffered or resold pursuant to this
registration statement.
Item 8. Exhibits.
The exhibits attached to this Registration Statement are listed in the Exhibit
Index, which is found on page 7.
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 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) 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.
(b) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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 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
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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 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 Act and will be governed by the final adjudication of
such issue.
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
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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, thereunto duly
authorized, in the city of Orem, Utah, on September 19, 2000.
Liberty Mint, Ltd.
By: /s/Dan Southwick
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Dan Southwick, as President
/ CEO & Director
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 date indicated.
Signature Title Date
/s/ William C. Schmidt Director September 28, 2000
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/s/ John Pennington Director September 29, 2000
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/s/ Robert Joyce Director September 25, 2000
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/s/Dan Southwick Director September 19, 2000
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INDEX TO EXHIBITS
Exhibits SEC Ref. No. Description of Exhibit
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A 5, 23(b) Opinion and consent of Counsel with respect to the
legality of the issuance of securities being issued
B 23(a) Consent of Accountant
C 4 Written Compensation Agreement (Plan)
D 99 Section 10(a) Prospectus
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