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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRTION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ASDAR INC.
(Exact name of Registrant as specified in its charter)
Nevada 88-0195105
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) number)
8632 South Highway 287
Corsicana, Texas 75110
(903) 872-4701
(888) 488-6882
(Name, address, including zip code, and telephone numbers,
including area code, of agent of service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered Offering price per aggregate offering registration fee
(1) share (2) price (2)
Common stock(1) 730,000 $0.42 $306,600 $192.72
</TABLE>
(1) This Registration Statement shall also cover any additional
shares of Common Stock which become issuable under the Plan being
registered pursuant to this Registration Statement by reason of any stock
dividend, stock split, recapitalization or any other similar transaction
effected without the receipt of consideration which results in an increase
in the number of the Registrant's outstanding shares of Common Stock.
(2) This estimate is made pursuant to Rule 457(c) and (h) under
the Securities Act, solely for the purposes of determining the registration
fee based on the average of the bid and asked prices of the Registrant's
Shares as reported on the OTC Bulletin Board on July 10, 2000.
(3) The amount to be registered includes shares to be issued
pursuant to the grant of incentive awards under the ASDAR INC. 2000 Stock
Incentive/Option Plan.
<PAGE> 1
ITEM 3. INCORPORATION OF CERTAIN DOUCMENTS BY REFERENCE
_____________________________________________________________________
The following documents filed with the Securities and
Exchange Commission ("the Commission") are hereby
incorporated by reference:
1. The Registrant's Annual Report on From 10-K
for the fiscal year ended December 31, 1999.
2. All other reports filed by the Company pursuant
to Section 13(a) and 15(d) of the 1934 Act since
December 31, 1999.
All other documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or
deemed incorporated herein by reference shall be deemed to be modified or
superseded for the purpose of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document
which also is, or deemed to be, incorporated herein by reference modifies
or supersedes such statement. Any statement so modified or superseded,
shall not be deemed except as so modified or superseded, to constitute a
part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTES OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Nevada law permits a company to indemnify its directors and
officers, except for any act of dishonesty. ASDAR INC. (ASDAR) has provided
in its By-Laws that the directors and officers of ASDAR will be indemnified
and secured harmless to the full extent permitted by law out of the assets
of ASDAR from and against all actions, costs, charges, losses, damages and
expenses incurred by reason of any act done, concurred in or omitted in or
about the execution of their duties or supposed duties, other than in the
case of any fraud or dishonesty. In addition, ADAR has provided in its
By-Laws that each shareholder of ASDAR agrees to waive any claim or right
of action, individually or in the right of ASDAR against any director or
officer of ASDAR on account of any action taken by such director or officer.
Nevada law also permits ASDAR to purchase insurance for the benefit
of its directors and officers against any liability incurred by them for the
failure to exercise the requisite care, diligence and skill in the exercise
of their power and the discharge of their duties, or indemnifying them in
respect of any loss arising or liability incurred by them by reason of
negligence, default, breach of duty or breach of trust.
<PAGE> 2
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Option Plan as amended to date.
5.1 Opinion of James E. Pratt, Esq.
5.1 Consent of James E. Pratt, Esq.
24.1 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers of 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 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; and
(3) to remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for the 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 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.
Insofar as the 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 it 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 perosn of the Registrant in a successful defense of any action,
suit or proceeding) is asserted by such director, officer, or controlling
person in connection with securities being registered hereunder, the
Registrant will, unless in the opinion of counsel the question has already
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of 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.
<PAGE> 3
SIGNATURES
Pursuant to the requirement of the Securities Act of
1933, the Registrant, ASDAR INC., a corporation organized and existing
under the laws of the State of Nevada, certifies that it has reasonable
ground to believe that it meets all of the requirements for filing on
Forms 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 Corsicana, State of Texas on this 28th day of August 2000.
ASDAR INC.
By /s/ Stephen J. Nemergut
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Stephen J. Nemergut
President and Chairman
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Stephen J. Nemergut,
jointly and severally, his or her attorney-in-fact and agent, each with
the power of substitution and resubstitution, for him or her and in his
or her name, place of stead, in any and all capacities, to sign any
amendments to this Registration Statement together with exhibits and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done as fully as he or she might or could do in person,
and ratifying and confirming all that the attorney-in-fact and agents,
or his or her substitutes, may do or cause to be done by virtue hereof.
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 indicates.
SIGNATURE TITLE
/s/ Stephen J. Nemergut President and Chairman
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Stephen J. Nemergut
/s/ Jack Sha Secretary
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Jack Sha
<PAGE> 4
INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Incentive and Option Plan, as amended to date.
5.1 Opinion of James E. Pratt, Esq.
23.1 Consent of James E. Pratt, Esq. (contained in
Exhibit 5.1).
24.1 Powers of Attorney (contained on signature page hereto)
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