As filed with the Securities and Exchange Commission on November 15, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Earth Sciences, Inc.
(Exact name of registrant as specified in its charter)
Colorado 84-0503749
(State of incorporation) (IRS Employer Identification No.)
8100 SouthPark Way, B-2, Golden, Colorado 80120
(Address of principal executive offices, including Zip Code)
(Registrant's telephone number, including area code): (303) 734-1727
Earth Sciences, Inc. 2000 Stock Compensation Plan #3
(Full title of plan)
Mark H. McKinnies
8100 SouthPark Way, B-2, Littleton, Colorado 80120
(303) 279-7641
(Name, address, including zip code and telephone number,
including area code, of agent for service of process)
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
Proposed Proposed
Title of maximum of- maximum ag- Amount of
securities to Amount to be fering price gregate of- registration
be registered registered per share fering price fee
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Common Stock, $.01
par value: 420,948 Shares $ .29 (1) $ 122,075(1) $ 32.22
_____________________________________________________________________________
(1) Determined solely for the purposes of calculating the registration
fee based on the closing bid price of the Common Stock on OTCBB on
November 14, 2000. Fee calculated pursuant to section (c) of Rule 457 of
Regulation C.
PART II
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company (File No. 0-6088) with the
Commission are incorporated herein by reference.
1. The Company's annual report, as amended, on Form 10-KSB for the
year ended December 31, 1999 ("1999 10-KSB").
2. The Company's quarterly reports on Forms 10-QSB for the quarters
ended March 31, June 30, and September 30, 2000 ("2000 10-QSBs").
3. A description of the Company's Common Stock contained in the
Registration Statement on Form 8-A as declared effective by the Securities
and Exchange Commission.
4. All documents filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date hereof, which documents shall be deemed to be
incorporated by reference into this Registration Statement as a part hereof
from the date of filing such documents until a post-effective amendment to
this Registration Statement is filed which indicates that all shares of
Common Stock being offered hereby have been sold or which deregisters all
shares of Common Stock then remaining unsold.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not Applicable
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 7-109 of the Colorado Business Corporation Act authorizes the
indemnification of directors and officers against liability incurred by
reason of being a director or officer and against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement and
reasonably incurred in connection with any action seeking to establish such
liability, in the case of third-party claims, if the officer or director 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 in the case of actions by or in
the right of the corporation, if the officer or director 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 if such officer or director shall not have
been adjudged liable to the corporation, unless a court otherwise determines.
Indemnification is also authorized with respect to any criminal action or
proceeding where the officer or director also had no reasonable cause to
believe his conduct was unlawful.
The above discussion of the Colorado Business Corporation Act is only a
summary and is qualified in its entirety by the full text of the foregoing.
Article VIII of the Registrant's Bylaws provides as follows:
Each past, present and future director and officer of the corporation
shall be indemnified by the corporation against all expenses, penalties, and
liabilities, including attorneys' fees, reasonably incurred by or imposed
upon him in connection with any actual or threatened claim, demand, action or
proceeding, whether civil or criminal, or in connection with any settlement
thereof, to which he may be made a party, or in which he may become involved,
by reason of his being or having been a director or officer of the
corporation, whether or not he is a director or officer at the time such
expenses, penalties or liabilities are incurred, except in cases where he
shall be finally adjudged in such action or proceeding to be liable for
willful misconduct in the performance of his duties as such director or
officer. The right of indemnification herein provided shall be in addition
to, and not exclusive of, all other rights to which such director or officer
may be entitled and the right of indemnification herein provided shall inure
to the benefit of the personal representatives of deceased directors and
officers.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
Item 8. EXHIBITS.
Exhibit
Number Description
5.1* Opinion of Law Office of Reed & Reed, P.C. as to legality of the
shares
23.1* Consent of Hein + Associates LLP
23.2* Consent of Law Office of Reed & Reed, P.C. (contained in Exhibit
5.1)
99.1* 2000 Stock Compensation Plan #3
* Filed herewith.
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Item 9. UNDERTAKINGS.
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) That, for purposes of determining liability under the Securities
Act, treat each post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at that time to
be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant hereby 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 and any amendment thereto to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Golden, State of Colorado on November 13, 2000.
EARTH SCIENCES, INC.
Date: November 15, 2000 /s/ Ramon E. Bisque
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Ramon E. Bisque
Principal Executive Officer
Date: November 15, 2000 /s/ Mark H. McKinnies
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Mark H. McKinnies
President, Principal Financial and
Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1933,
as amended, this Registration Statement and any amendment thereto has been
signed below by the following persons in the capacities and on the dates
indicated.
Date: November 15, 2000 /s/ Ramon E. Bisque
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Ramon E. Bisque, Director
Date: November 15, 2000 /s/ Duane N. Bloom
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Duane N. Bloom, Director
Date: November 15, 2000 /s/ Michael D. Durham
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Michael D. Durham, Director
Date: November 15, 2000 /s/ Robert H. Lowdermilk
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Robert H. Lowdermilk, Director
Date: November 15, 2000 /s/ Mark H. McKinnies
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Mark H. McKinnies, Director
