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As filed with the Securities and Exchange Commission on December 19, 2000
Registration No. __________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ASP VENTURES CORP.
(Exact name of registrant as specified in its charter)
FLORIDA 98-0203918
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1177 WEST HASTINGS STREET, #1818, VANCOUVER, BC, CANADA V6E 2K3
(Address of Principal Executive Offices, Including Zip Code)
NON-QUALIFIED CONSULTING SERVICES AGREEMENT
(Full Title of the Plan)
G.W. NORMAN WAREHAM
ASP VENTURES CORP.
1177 WEST HASTINGS STREET, #1818, VANCOUVER, BC, CANADA V6E 2K3
(Name and Address of Agent for Service)
(604) 602-1717
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Michael H. Chanin, Esq.
Joseph M. Berl, Esq.
Powell, Goldstein, Frazer & Murphy LLP
1001 Pennsylvania Avenue, NW
Sixth Floor
Washington, D.C. 20004
(202) 347-0066
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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Common
Stock, $0.001 150,000 $1.00 (2) $150,000 (2) $39.60
par value shares (1)
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(1) Representing shares to be issued granted under a Consulting Services
Agreement dated March 1, 1999 and Conversion Agreement dated December 8,
2000 (collectively, referred to herein as the "Agreements") between the
Registrant and a consultant of the Registrant (the "Consultant").
(2) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, on
the basis of the average of the high and low prices of the Common Stock on
December 15, 2000 which is within five business days prior to the date of
filing.
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The purpose of this Form S-8 Registration Statement is to register
150,000 shares of Registrant's Common Stock, $0.001 par value (the "Shares"),
for issuance under a Consulting Services Agreement dated March 1, 1999 and
Conversion Agreement dated December 8, 2000 between the Registrant and a
consultant of the Registrant (the "Consultant").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* The documents containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 will be sent or
given to the Consultant as required by Rule 428(b)(1) promulgated under
the Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
a. Registrant's Annual Report on Form 10-KSB (File No. 001-15165)
for the year ended December 31, 1999 filed on April 14, 2000.
b. All reports filed by Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
since the end of the fiscal year ended February 29, 2000.
c. Registrant's Form 10-SB filed pursuant to Section 12 of the
Exchange Act containing a description of the terms, rights and
provisions of the Registrant's Common Stock, including any
amendment or report filed for the purpose of updating such
description.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 607.0850 of the Florida Business Corporation Act provides that a
corporation my indemnify any person who was or is a party to any proceeding,
other than an action by or in the right of the corporation, by reason of the
fact that he is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation in such
capacity of another corporation, partnership, joint venture, trust or other
enterprise, against liability incurred in connection with such proceeding if he
acted 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.
Section 607.0831 of the Florida Business Corporation Act provides that a
director is not personally liable for monetary damages to the corporation or any
other person for any statement, vote, decision, or failure to act, regarding
corporate management or policy, by a director unless the director breached or
failed to perform his duties as a director and the director's breach of, failure
to perform, those duties constitutes (a) a violation of criminal law, unless
director had reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful, (b) a transaction from
which the director received an improper personal benefit, (c) a circumstance
triggering liability for unlawful distributions under section 607.0834, (d)
conscious disregard or willful misconduct, or (e) recklessness or an act or
omission which was committed in bad faith or with malicious purpose or in a
manner exhibiting wanton and willful disregard of human rights, safety, or
property.
Registrant's Articles of Incorporation provides indemnification to the
fullest extent permitted by law for any director or officer against personal
liability for damages for breach of any duty owed to the Registrant or its
shareholders and allows Registrant to indemnify its directors and officers
against any contingency or peril as may be determined to be in its best
interests.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
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Exhibit Number Description
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4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement on Form 10-SB, which is
incorporated by reference in Item 3 of this Registration Statement.
5 Opinion of Powell, Goldstein, Frazer & Murphy LLP
23(a) Consent of Deloitte & Touche, LLP
23(b) Consent of Powell, Goldstein, Frazer & Murphy LLP, included in Exhibit 5.
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ITEM 9. UNDERTAKINGS
(a) The Registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective
amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the To include any material information
with respect to the plan of aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) distribution not previously disclosed in this Registration
Statement;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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) The Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such
indemnification is against public policy as expressed in the Securities
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, unless in the opinion of its counsel the matter has been
settled by controlling precedent, will submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities 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, 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 Vancouver, BC, Canada on December 19, 2000.
ASP VENTURES CORP.
By: /s/ Ross Wilmot
Name: Ross Wilmot
Title: President & Director
By: /s/ N. Wareham
Name: G.W. Norman Wareham
Title: Treasurer, Secretary & Director
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EXHIBIT INDEX
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Exhibits Description
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4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement on Form 10-SB, which is
incorporated by reference in Item 3 of this Registration
Statement.
5 Opinion of Powell, Goldstein, Frazer & Murphy LLP
23(a) Consent of Deloitte & Touche, LLP
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