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As filed with the Securities and Exchange Commission on December 6, 2000
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNITED HERITAGE CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Utah 87-0372826
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2 North Caddo Street, Cleburne, Texas 76031
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(Address of Principal Executive Offices) (Zip Code)
2000 STOCK OPTION PLAN
OF UNITED HERITAGE CORPORATION
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(Full Title of the Plan)
Walter G. Mize
Chairman of the Board and Chief Executive WITH COPIES TO:
Officer ---------------
United Heritage Corporation Patrick A. Reardon
2 North Caddo Street Attorney-at-Law
Cleburne, Texas 76031 201 Main Street, Suite 585
(817) 641-3681 Fort Worth, Texas 76102
------------------------------------------------- (817) 348-8801
(Name, Address and Telephone Number of Agent for
Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE(1) PRICE FEE(1)
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<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value 7,000,000 shares(2) $1.0625 $7,437,500 $1,963.50
per share
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h) and 457(c) under the Securities Act of
1933, as amended, and based on an average of the bid and ask prices of
the Common Stock as reported on the National Association of Securities
Dealers Automated Quotation System, Small Cap Market on December 4,
2000.
(2) Five million shares registered pursuant to the 2000 Stock Option Plan
and 2,000,000 shares previously issued shares registered for resale
under Instruction C to Form S-8.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required by Part I will be
sent or given to the individuals set forth in the option agreements included
as exhibits herein pursuant to Rule 428(b) (1) under the Securities Act of
1933, as amended (the " Securities Act of 1933").
A description of the Registrant's Common Stock is included in the
documents containing the information required in Part I.
In accordance with Instruction C to Form S-8, a resale prospectus is
attached as Exhibit 99.01.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Registration
Statement the following documents heretofore filed with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Securities Exchange Act of 1934") (Securities and
Exchange Commission File Number 0-9997):
(a) The Registrant's Annual Report to Shareholders for Fiscal Year
2000 containing both (1) the Annual Report on Form 10-K for the
fiscal year ended March 31, 2000 and (2) the Registrant's
consolidated financial statements and schedules for the fiscal
year.
(b) The Registrant's Quarterly Report Form 10-Q for the quarter ended
September 30, 2000 containing unaudited interim consolidated
statements for the quarter.
(c) The description of the Common Stock contained in the Company's
registration statement filed pursuant to Section 12 of the
Exchange Act, and all amendments thereto and reports which have
been filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment that indicates that all
securities offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Prospectus and to be a part thereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed to constitute a part hereof except as so modified or
superseded.
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Bylaws of the Registrant provide that a director and officer
shall be indemnified for any and all claims, judgments and liabilities to
which such person has become subject by reason of having been a director or
officer of the Registrant plus reimbursement of all legal and other expenses
reasonably incurred in connection with the matter; PROVIDED, HOWEVER, that no
indemnity or reimbursement shall be provided if the claim or action arises out
of the negligence or willful misconduct of the director or officer.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibits required to be filed with the Registration Statement are
listed in the following Exhibit Index. Certain of such exhibits that have
previously been filed with the SEC and that are designated by reference to
their exhibit number in prior filings are hereby incorporated herein by
reference and made a part hereof.
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:
A. To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change in such information in the
Registration Statement.
2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be
new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the BONA FIDE offering.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the end of
the offering.
(b) The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report
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pursuant to Section 13(a) of 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
the 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) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is
sent or given, a copy of the latest annual report to shareholders that
is incorporated in the prospectus and furnished pursuant to and meeting
the requirements of Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented
by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver or cause to be delivered to each person to whom the prospectus
is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim
financial information.
(d) 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 any provision or arrangement for
such indemnification, 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, suite 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 is
against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
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 Cleburne, State of Texas, on the 2nd
day of November, 2000.
UNITED HERITAGE CORPORATION
(Registrant)
By: /s/ Walter G. Mize
------------------------------------
Walter G. Mize
Chairman of the Board, President
And Chief Executive Officer
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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 dates indicated.
<TABLE>
<CAPTION>
(SIGNATURE) (TITLE) (DATE)
<S> <C> <C>
/s/ Walter G. Mize Chairman of the Board, November 2, 2000
---------------------------------------------- President and Director
Walter G. Mize
/s/ Harold L. Gilliam Secretary, Treasurer, Chief November 2, 2000
---------------------------------------------- Financial Officer, and Director
Harold L. Gilliam
/s/ Joe Martin Director November 2, 2000
----------------------------------------------
Joe Martin
Director November ____, 2000
----------------------------------------------
C. Dean Boyd
Director November ____, 2000
----------------------------------------------
Theresa D. Turner
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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NO. EXHIBIT NUMBERED PAGES
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<S> <C> <C>
4.01 2000 Stock Option Plan of United Heritage Corporation 7
5.01 Opinion of Patrick A. Reardon, Attorney-at-Law re: legality 17
23.01 Consent of Patrick A. Reardon, Attorney-at-Law is contained in Exhibit 5.01 19
23.02 Consent of Weaver & Tidwell, L.L.P. 20
99.01 Resale Prospectus 21
</TABLE>
