SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------------
Golden Opportunity Development Corporation
------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 87-0067813
------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
268 West 400 South, Suite 300, Salt Lake City, Utah 84101
---------------------------------------------------------
(Address of principal executive offices)
2000 Employee Benefit Plan of Golden Opportunity Development Corporation
------------------------------------------------------------------------
(Full title of the plan)
LaVonne L. Frost, 711 South Carson Street, Suite 1, Carson City, Nevada 89701
-----------------------------------------------------------------------------
(Name, address, including zip code, of agent for service)
Telephone number, including area code, of agent for service: (775) 883-5755
--------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================= =============== =========================== ========================== ===================
Title of Securities to be Amounts to Proposed Maximum Proposed Maximum Amount of
Registered be Offering Price Per Aggregate Offering Registration
Registered Share(1) Price Fee
<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value 300,000 $0.13 $39,000 $10.30
============================== ================ ============================ =========================== ==================
</TABLE>
(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 book value of the registrant's common stock as of June30,
2000, the date of the most recent financial statements of the
registrant.
1
<PAGE>
2000 Employee Benefit Plan of Golden Opportunity Development Corporation
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 Golden Opportunity Development Corporation, 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-2 filed with the Securities and Exchange
Commission on May 2, 2000.
2. The Company's Form 10-KSB/A-2 filed with the Securities and Exchange
Commission on August 2, 2000.
3. The Company's Form 10-QSB filed with the Securities and Exchange
Commission on August 14, 2000.
4. The Company's definitive Schedule 14C filed with the Securities and
Exchange Commission on September 8, 2000.
5. The description of the Common Stock contained in the Company's Form
10-SB Registration Statement filed on October 15, 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.
2
<PAGE>
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 October
15, 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
Michael Golightly, an attorney licensed to practice law in the States of Utah
and Texas, 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.
Golightly will be paid 1,000 shares of the $0.001 par value shares of the
Company's stock pursuant to the Company's 2000 Benefit Plan as compensation for
his legal work, which shares represent less than one percent (1%) of the issued
and outstanding shares of the Company. The shares were received by Mr. Golightly
for services rendered to the Company with respect to the S-8 filing 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.
The Company's Bylaws and section 78.751 of the Nevada Revised Statutes provide
for indemnification of the Company's officers and directors in certain
situations where they might otherwise personally incur liability, judgments,
penalties, fines and expenses in connection with a proceeding or lawsuit to
which they might become parties because of their position with the Company.
Indemnification: The Company shall indemnify to the fullest extent permitted by,
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, shall 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/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, 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.
3
<PAGE>
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, 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 6.
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 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.
4
<PAGE>
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 Salt Lake City, Utah on September 27, 2000
Golden Opportunity Development Corporation
By:/s/ Richard D. Surber
-------------------------
Richard D. Surber, 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/ Richard D. Surber Director September 27, 2000
------------------------
Richard D. Surber
/s/ John E. Fry, Jr. Director September 27, 2000
------------------------
John E. Fry, Jr.
/s/ Svetlana Senkovskaia Director September 27, 2000
------------------------
Svetlana Senkovskaia
5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibits SEC Ref. No. Description of Exhibit Numbered Pages
-------- ------------ ---------------------- --------------
<S> <C> <C> <C>
A 5, 23(b) Opinion and consent of Counsel with respect to 7
the legality of the issuance of securities being
issued
B 23(a) Consent of Accountant 9
C 4 2000 Employee Benefit Plan of the Company 10
D 99 Section 10(a) Prospectus 14
</TABLE>
6
<PAGE>
