SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NORTH LILY MINING COMPANY
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(Exact name of registrant as specified in its charter)
Utah 87-0159350
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1800 GLENARM
SUITE 210
DENVER, CO 80202
303-294-0427
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(Address of principal executive offices)
NORTH LILY MINING COMPANY
RETAINER STOCK PLAN FOR
NON-EMPLOYEE DIRECTOR AND CONSULTANTS
And
MANAGEMENT CONSULTING AGREEMENT
------------------------------------
(Full title of plan)
-----------
Stephen E. Flechner, President
North Lily Mining Company
1800 Glenarm Place, Suite 210
Denver, Colorado 80202
(303) 294-0427
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(Name and address, including zip code, and telephone
number, including area code, of registrant's agent
for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================== ============================= ===================== ====================== ======================
Title Of Securities To Amount To Be Registered Proposed Maximum Proposed Maximum Amount Of
Be Registered Offering Price Per Aggregate Offering Registration Fee
Unit Price
<S> <C> <C> <C> <C>
-------------------------- ----------------------------- --------------------- ---------------------- ----------------------
Common Stock,
$.10 par value 2,700,000 shares (1) $0.255 (2) $688,500 $ 182.00
========================== ============================= ===================== ====================== ======================
</TABLE>
(1) Consists of 2,000,000 shares issuable pursuant to the Company's Retainer
Stock Plan for directors, officers, employees and consultants (the "Plan") and
up to 700,000 shares that may be issued to Pinnacle Performance Fund, Inc. for
consulting services pursuant to the Management Consulting Agreement with the
Company dated April 15, 2000.
(2) The Proposed Maximum Aggregate Offering Price was calculated pursuant to
Rules 457 (c) and 457(h) using the average of the bid and asked price of the
Company's common stock as quoted on the "pink sheets" on November 27, 2000,
which is within five business days of the date of filing (December 1, 2000) of
this Registration Statement.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
Item 1. Plan Information.
The Company is registering the issuance of up to 2,700,000 shares of its common
stock pursuant to this Registration Statement on Form S-8. The Company may issue
up to 2,000,000 shares of common stock pursuant to the Company's Retainer Stock
Plan for directors, officers, employees and consultants (the "Plan"). In
addition, Pinnacle Performance Fund, Inc. ("Pinnacle") may receive up to 700,000
shares of common stock pursuant to this Form S-8 Registration Statement as
compensation for services provided to the Company pursuant to the Management
Consulting Services Agreement (the "Consulting Agreement") dated April 15, 2000,
a copy of which is attached as Exhibit 10.2 to this Registration Statement. The
shares that may be issued to Pinnacle pursuant to this Form S-8 do not include
shares already issued, or shares that may be issued pursuant to the Consulting
Agreement for introducing a merger or acquisition transaction. Pinnacle is owned
by Anthony Demetroulakos, who has and will perform the services required
pursuant to the Consulting Agreement.
The terms of the Plan and the Consulting Agreement are set out in Exhibits 4.1
and 4.2, respectively.
Item 2. Registrant Information And Employee Plan Annual Information.
The documents containing the information specified in Part I, Items 1 and 2,
will be delivered to each of the participants in accordance with Form S-8 and
Rule 428 promulgated under the Securities Act of 1933. The participants shall be
provided a written statement notifying them that upon written or oral request
they will be provided, without charge, (i) the documents incorporated by
reference in item 3 and Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428 (b). The statement will
inform the participants that these documents are incorporated by reference in
the Section 10 (a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference.
The following are hereby incorporated by reference:
(a) The Registrant's latest annual report on Form 10-KSB for the fiscal year
ended December 31, 1999.
(b) All other reports filed pursuant to Section 13 (a), 13 (c), 14 and or 15
(d) of the Exchange Act after the end of the fiscal year covered by the
annual report documents referred to in (a) above.
(c) The Registrant registered the Registrant's Common Stock under Rule 12(g)
under the Exchange Act in a registration statement on Form 8-B filed with
the Commission on September 18, 1989 (File No. 0-16740). That Form 8-B
incorporated by reference a description of the Common Stock from a
registration statement of the Registrant on Form S-1 filed with the
Commission on August 9, 1989 (File No. 33-23491). In accordance with the
Commission's rules restricting the incorporation by reference to a document
that incorporates by reference from another document, the Registrant does
not incorporate the description of the Common Stock in the Form 8-B by
reference. A description of the Common Stock is instead provided below in
response to Item 4 of this Registration Statement on Form S-8.
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<PAGE>
All documents subsequently filed by the Registrant pursuant to Sections 13 (a),
13 (c), 14 and 15 (d) of the Securities and Exchange Act of 1934, 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 the registration statement and to
be part thereof from the date of filing such documents.
Item 4. Description of Securities.
Although the Company's common stock is registered under Section 12 of
the Exchange Act and this Item is not applicable, the Company is providing the
following description of the common stock in order to provide the information
that would otherwise be incorporated by reference under Item 3 above.
Each share of the Common Stock is entitled to share equally with each
other share of Common Stock in dividends from sources legally available
therefore, when, as, and if declared by the Board of Directors and, upon
liquidation or dissolution of the Company, whether voluntary or involuntary, to
share equally in the assets of the Company that are available for distribution
to the holders of the Common Stock. Each holder of Common Stock of the Company
is entitled to one vote per share for all purposes, except that in the election
of directors, each holder shall have the right to cast one vote per share for
each nominee for director. Cumulative voting shall not be allowed in the
election of directors or for any other purpose, and the holders of Common Stock
have no preemptive rights, redemption rights or rights of conversion with
respect to the Common Stock. All outstanding shares of Common Stock will be
fully paid and nonassessable by the Company. The Board Of Directors is
authorized to issue additional shares of Common Stock within the limits
authorized by the Company's Certificate Of Incorporation and without stockholder
action.
Item 5. Interest of Named Experts and Counsel.
Patton Boggs LLP, Denver, Colorado, has acted as counsel for the
Registrant in connection with this Registration Statement. Attorneys employed by
this law firm beneficially own approximately 30,000 shares of the Registrant's
Common Stock.
Item 6. Indemnification Of Officers And Directors.
Pursuant to Utah law, the Company's Board Of Directors has the power to
indemnify officers and directors, present and former, for expenses incurred by
them in connection with any proceeding they are involved in by reason of their
being or having been an officer or director of the Company. The person being
indemnified must have acted in good faith and in a manner he or she reasonably
believed to be not opposed to the best interests of the Company. The Company's
Certificate Of Incorporation and Bylaws grant this indemnification to the
Company's officers and directors.
In addition to the general indemnification section, Utah law permits
the Company to provide in either its Certificate Of Incorporation or Bylaws a
provision eliminating and limiting certain personal liability of a director for
monetary damages for breaches of the director's fiduciary duty of care under
certain circumstances. The Company's Certificate Of Incorporation provides for
this elimination and limitation of certain personal liability of a director.
Item 7. Exemption From Registration Claimed.
Not applicable.
3
<PAGE>
Item 8. Exhibits.
4.1 Retainer Stock Plan.
4.2 Management Consulting Agreement dated April 15, 2000 between the
Company and Pinnacle Performance Fund, Inc.
5.1 Opinion Regarding Legality.
23.1 Consent of Wheeler Wasoff, P.C.
23.3 Consent of Patton Boggs LLP (included in Exhibit 5).
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:
(i) to include any Prospectus required by Section 10(a)
(3) of the Securities Act of 1933;
(ii) to reflect in the Prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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
Securities Exchange Act of 1934 and are incorporated by reference to
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 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) 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 plans 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.
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<PAGE>
(c) Insofar as indemnification for liabilities arising out of 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 liability (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 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.
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<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 the City of Denver, State of Colorado, on the 4st day of December
2000.
NORTH LILY MINING COMPANY
By:/s/ Stephen E. Flechner
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Stephen E. Flechner
President and Chief Executive Officer
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
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/s/Stephen E. Flechner President, Chief Executive December 4, 2000
--------------------------- Officer, and Director
Stephen E. Flechner
/s/W. Gene Webb Executive Vice President, December 4, 2000
--------------------------- Corporate Secretary, and Director
W. Gene Webb
/s/Theodore E. Loud Director December 4, 2000
---------------------------
Theodore E. Loud
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<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
4.1 Retainer Stock Plan.
4.2 Management Consulting Agreement dated April 15, 2000 between the
Company and Pinnacle Performance Fund, Inc.
5.1 Opinion Regarding Legality.
23.1 Consent of Wheeler Wasoff, P.C.
23.3 Consent of Patton Boggs LLP (included in Exhibit 5).
