As filed with the Securities and Exchange Commission on September 27, 2000
Registration No. 333-31966
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT of 1933
Envirokare Tech, Inc.
(Exact name of registrant as specified in its charter)
Nevada 88-0412549
(Jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
2470 Chandler Avenue, Suite 5
Las Vegas, NV 89120
(Address, including zip code, of principal executive offices)
Envirokare Tech, Inc.
1999 Stock Plan
(Full title of the plan)
---------------------------------
Robert Davidson
c/o Envirokare Tech, Inc.
2470 Chandler Avenue, Suite 5
Las Vegas, NV 89120
(702) 262-1999
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------------
Copy to:
Kenneth A. Korb, Esq.
PERKINS, SMITH & COHEN, LLP
1 Beacon Street
Boston, MA 02108
(617) 854-4000
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered(1) Per Share(2) Price(2) Fee
<S> <C> <C> <C> <C>
Common Stock,
par value
$.001 per share 1,700,000 Shares $0.64 $1,094,375 $304.24
</TABLE>
----------
(1) In addition, this Registration Statement also covers an indeterminate
amount of additional securities which may be issued under the
above-referenced Plan pursuant to the anti-dilution provisions of such Plan
and, if interests in the above-referenced Plan are deemed to constitute
separate securities, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement shall also cover an indeterminate amount
of interests to be offered or sold pursuant to the above-referenced Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) under the Securities Act of 1993.
Pursuant to General Instruction E. under Form S-8, the registration fee is
calculated only with respect to the additional securities registered under
the 1999 Stock Plan.
<PAGE>
This registration statement registers an additional 1,700,000 shares of
Common Stock related to the 1999 Stock Plan which are of the same class as other
securities for which a registration statement on Form S-8, No. 333-31966 (the
"Previous Registration Statement"), has been previously filed. The number of
shares being registered herein reflects a 2-for-1 stock split, effected as a
100% stock dividend, payable March 6, 2000 to shareholders of record March 1,
2000. Pursuant to General Instruction E. of Form S-8, the contents of the
Previous Registration Statement are hereby incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit Identification Description of Exhibit
---------------------- ----------------------
Exhibit 5.1 Opinion of Perkins, Smith & Cohen, LLP
(filed herewith)
Exhibit 23.1 Consent of Perkins, Smith & Cohen, LLP
(included in Exhibit 5.1)
Exhibit 23.2 Consent of Williams & Webster, P.S., accountants
(filed herewith)
Exhibit 24 Power of Attorney (included as part of the
Signature page to the Previous
Registration Statement)
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Envirokare Tech, Inc., certifies that it has reasonable grounds to believe that
it meets all of the requirements of filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
New York, on this 27th day of September, 2000.
ENVIROKARE TECH, INC.
By: /s/ Richard M. Clark
-----------------------------------
Name: Richard M. Clark
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Richard M. Clark President, Secretary, September 27, 2000
--------------------------- Treasurer and Director
Name: Richard M. Clark (Principal Executive Officer
and Principal Financial and
Accounting Officer)
* Director September 27, 2000
---------------------------
Name: Jeannie M. Runnalls
* Director September 27, 2000
---------------------------
Name: James D. Scammell
* Director September 27, 2000
---------------------------
Name: Henry David Still, IV
*By: /s/ Kenneth A. Korb
----------------------
Kenneth A. Korb,
as Attorney-in-Fact
-3-
<PAGE>
INDEX OF EXHIBITS
Exhibit Identification Description of Exhibit
---------------------- ----------------------
Exhibit 5.1 Opinion of Perkins, Smith & Cohen, LLP
(filed herewith)
Exhibit 23.1 Consent of Perkins, Smith & Cohen, LLP
(included in Exhibit 5.1)
Exhibit 23.2 Consent of Williams & Webster, P.S., accountants
(filed herewith)
Exhibit 24 Power of Attorney (included as part of the
Signature page to the Previous
Registration Statement)
-4-
