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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
COMMISSION FILE NUMBER: 0-12185
ALASKA APOLLO RESOURCES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PROVINCE OF BRITISH COLUMBIA NOT APPLICABLE
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
131 PROSPEROUS PLACE, SUITE 17-A
LEXINGTON, KENTUCKY 40509-1844
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
NOT APPLICABLE
(FULL TITLE OF PLAN)
WILLIAM S. DAUGHERTY, 131 PROSPEROUS PLACE,
SUITE 17-A, LEXINGTON, KENTUCKY 40509-1844
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (606) 263-3948
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Proposed maximum Proposed maximum Amount of
Title of each class of securities Amount of shares offering price per aggregate offering registration
to be registered to be registered share price fee (1)
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<S> <C> <C> <C> <C>
Common Stock, without par
value per share................. 304,982 $0.50 $152,491 $46.21
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Total 304,982 $152,491 $46.21
==========================================================================================================================
</TABLE>
(1) The registration fee applies to all of the shares of the Common Stock to
be issued as a result of this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Registrant's latest annual report.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
Registrant's latest annual report.
(c) The description of the class of securities to be registered by
this Registration Statement, which are registered under Section 12 of the
Securities Act of 1934, and which were more fully described in (i) the
Memorandum and Articles for Catalina Energy & Resources Ltd., a British Columbia
corporation, dated January 31, 1979, (ii) the Certificate for Catalina Energy &
Resources Ltd., a British Columbia corporation, dated November 27, 1981,
changing the name of Catalina Energy & Resources Ltd. to Alaska Apollo Gold
Mines Ltd., and further changing the authorized capital of the Registrant from
5,000,000 shares of common stock, without par value per share, to 20,000,000
shares of common stock, without par value per share, (iii) the Certificate of
Change of Name for Alaska Apollo Gold Mines Ltd., a British Columbia
corporation, dated October 14, 1992, changing the name of Alaska Apollo Gold
Mines Ltd. to Alaska Apollo Resources Inc., and further changing the authorized
capital of the Registrant from 20,000,000 shares of common stock, without par
value per share, to 6,000,000 shares of common stock, without par value per
share, and (iv) the Altered Memorandum of Alaska Apollo Resources Inc., a
British Columbia corporation, dated September 9, 1993, changing the authorized
capital of the Registrant from 6,000,000 shares of common stock, without par
value per share, to 20,000,000 shares of common stock, without par value per
share, is as follows:
20,000,000 shares of common stock, without par value per share.
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 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 a part thereof from the date of filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Norman T. Reynolds, Esq., an attorney for the Registrant and the
counsel who has rendered an opinion as to the legality of the shares of the
Registrant's common stock to be offered by this Registration Statement, owns
181,482 shares of such stock which are being registered pursuant to this
Registration Statement. As of the date of this Registration Statement, such
shares have a fair market value of approximately $90,741.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The directors and officers of the Registrant shall be indemnified by
the Registrant against all costs, losses, expenses and liabilities incurred by
any such director or officer in the course of the Registrant's business
according to the Registrant's Articles of Association. In addition, all
directors and officers are covered by a director's indemnification agreement.
The foregoing discussion of the Registrant's Articles of Association is
not intended to be exhaustive and is qualified in its entirety by such document.
1
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ITEM 8. EXHIBITS. The exhibits listed in the following index are filed as
part of this Registration Statement. The exhibits indicated by an asterisk (*)
are incorporated by reference.
EXHIBIT
NUMBER
DESCRIPTION OF EXHIBIT
----------------------
3(i)(a)* Memorandum and Articles for Catalina Energy & Resources
Ltd., a British Columbia corporation, dated January 31,
1979, filed as an exhibit to Form 10 Registration
Statement filed May 25, 1984. File No. 0-12185.
3(i)(b)* Certificate for Catalina Energy & Resources Ltd., a
British Columbia corporation, dated November 27, 1981,
changing the name of Catalina Energy & Resources Ltd. to
Alaska Apollo Gold Mines Ltd., and further changing the
authorized capital of the Registrant from 5,000,000
shares of common stock, without par value per share, to
20,000,000 shares of common stock, without par value per
share, filed as an exhibit to Form 10 Registration
Statement filed May 25, 1984. File No. 0-12185.
3(i)(c)* Certificate of Change of Name for Alaska Apollo Gold
Mines Ltd., a British Columbia corporation, dated
October 14, 1992, changing the name of Alaska Apollo
Gold Mines Ltd. to Alaska Apollo Resources Inc., and
further changing the authorized capital of the
Registrant from 20,000,000 shares of common stock,
without par value per share, to 6,000,000 shares of
common stock, without par value per share. Exhibit
3(i)(c) to Form 10-K/A for the Registrant for the fiscal
year ended December 31, 1993. File No. 0-12185.
3(i)(d)* Altered Memorandum of Alaska Apollo Resources Inc., a
British Columbia corporation, dated September 9, 1993,
changing the authorized capital of the Registrant from
6,000,000 shares of common stock, without par value per
share, to 20,000,000 shares of common stock, without par
value per share. Exhibit 3(i)(d) to Form 10-K/A for the
Registrant for the fiscal year ended December 31, 1993.
File No. 0-12185.
4* See Exhibits No. 3(i)(a), (b), (c), and (d).
5 Opinion of Norman T. Reynolds, Esq.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this 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.
(4) To file a post-effective amendment to this Registration
Statement to include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout a continuous
offering.
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(b) The undersigned Registrant hereby undertakes that, 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 plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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) 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 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 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 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.
SIGNATURES
The Registrant. 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 Lexington, Kentucky, on June 26, 1997.
ALASKA APOLLO RESOURCES INC.
By /s/ William S. Daugherty
--------------------------------
William S. Daugherty, President
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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ William S. Daugherty Chairman of the Board and June 26, 1997
- ---------------------------------- President
William S. Daugherty
/s/ Charles L. Cotterell Director June 26, 1997
- ----------------------------------
Charles L. Cotterell
/s/ James K. Klyman-Mowczan Director June 26, 1997
- ----------------------------------
James K. Klyman-Mowczan
3
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NORMAN T. REYNOLDS
Attorney At Law
Mediator
909 Fannin Street, Suite 1600
Post Office Box 131326
Houston, Texas 77219-1326
Telephone: (713) 754-6250
Telecopier: (713) 651-1132
E Mail: [email protected]
June 26, 1997
EXHIBIT 5
Alaska Apollo Resources Inc.
131 Prosperous Place
Suite 17-A
Lexington, Kentucky 40509-1844
Re: Form S-8 Registration Statement; Commission File No. 0-12185
Gentlemen:
I have acted as counsel for Alaska Apollo Resources Inc. (the
"Company") in connection with the registration by the Company of 304,982 shares
of its common stock, without par value per share (the "Securities"), as
contemplated by the Company's Registration Statement on Form S-8 filed on the
date hereof with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended.
In connection therewith, I have examined, among other things, the
Memorandum and Articles of Association, as amended, of the Company, the
corporate proceedings of the Company with respect to the issuance and
registration of the Securities, the Registration Statement, certificates of
public officials, statutes and other instruments and documents, as a basis for
the opinions expressed herein.
Based upon and subject to the foregoing, and upon such other matters as
I have determined to be relevant, I am of the opinion that:
1. The Company is a corporation duly organized, validly existing,
and in good standing under the laws of the Province of British Columbia.
2. All of the Securities, upon issuance and delivery thereof,
will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement.
Very truly yours,
/s/ Norman T. Reynolds
Norman T. Reynolds
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ALASKA APOLLO RESOURCES INC.
DOCUMENTS CONSTITUTING A SECTION 10(a) PROSPECTUS
PURSUANT TO A FORM S-8 REGISTRATION STATEMENT
FILED JUNE 26, 1997
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by Alaska Apollo Resources Inc. (the "Company")
with the Securities and Exchange Commission on June 26, 1997, the following
shall constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act of 1933:
1. General Plan Information.
-------------------------
(a) The following letter agreement (the "Letter Agreement") between the
Company and Norman T. Reynolds, Esq. (the "Participant") with respect to the
payment of fees and expenses and the shares of the Company's common stock,
without par value per share (the "Securities"), and the price per share at which
the Securities are to be issued to the Participant in payment of his fees and
expenses and expenses is more fully described in Exhibit "A" attached hereto and
incorporated herein by reference for all purposes:
<TABLE>
<CAPTION>
Fees and Price per Number of
Name Expenses Share Shares
- ---- -------- --------- ---------
<S> <C> <C> <C>
Norman T. Reynolds $90,741.00 $0.50 181,482
---------- -------
Total $90,741.00 181,482
========== =======
</TABLE>
(b) In addition to the Plan Participant described in Paragraph 1(a) above,
various officers, directors and employees of the Company are also Plan
Participants. Pursuant to resolutions passed by the Board of Directors of the
Company, these persons have been granted bonuses to be payable in Securities of
the Company, at a price per share equal to $0.50, in the following amounts:
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<TABLE>
<CAPTION>
Name of Employee Number of Shares
---------------- ----------------
<S> <C>
William S. Daugherty 25,000
William G. Barr III 25,000
D. Michael Wallen 25,000
Terry D. Fields 10,000
Ronald J. Hoffman 5,000
Ronnie H. Meeks 5,000
Donald L. Brown 5,000
Clarence R. Smith 5,000
Lisa M. Bottoms 2,500
Roy Gray 2,500
Jerry S. Higgins 2,500
Timothy B. Smith 1,000
Charles L. Cotterell 5,000
James K. Klyman-Mowczan 5,000
-------
Total 123,500
=======
</TABLE>
(c) The Letter Agreement and the minutes containing the resolutions of the
Board of Directors of the Company granting the bonuses to the employees
described herein constitute an employee benefit plan as described in Rule 405
promulgated under the Securities Act of 1933 (the "Plan"). The Securities will
be offered pursuant to the Plan.
(d) The general nature and purpose of the Plan is allow for the payment of
fees and bonuses due and owing by the Company to the Participants in the form of
the Company's registered Securities. The Plan will terminate as soon after
October 31, 1997 as the Securities called for in the Plan have been issued to
the Participants, which date will not exceed December 31, 1997. It is not
contemplated that the Plan will be subject to modification or extension.
(e) The Plan does not have any administrators. However, the Participants
may contact the Company at the address or telephone number described in
Paragraph 11 below to obtain additional information about the Plan.
(f) The Plan is not subject to the Employee Retirement Income Security Act
of 1974. All of the Participants are employees, consultants or advisors who have
provided provide bona fide services to the Company, none of such services being
in connection with the offer or sale of Securities of the Company in a
capital-raising transaction.
2. SECURITIES TO BE OFFERED. The Securities to be offered pursuant to the
Plan are shares of the Company's common stock, without par value per share. The
common stock of the Company has been registered under Section 12 of the
Securities Exchange Act of 1934.
3. EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN. Only the Participants
described above may participate in the Plan.
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4. PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES
OFFERED.
(a) Each Participant may participate in the Plan only for so long as it
takes to file the Registration Statement and issue the Securities to the
Participants as called for herein. Thereafter, no Participant shall have any
further interest in the Plan. The only Securities to be purchased by a
Participant are described herein or in a Participant's particular Letter
Agreement. The purchase price per share of the Company's Securities for each of
the Participants is as set forth above.
(b) Payment for the Securities to be purchased by any of the Participants
pursuant to the Plan will be the extinguishment of any further liability by the
Company to any such Participant with respect to the obligations described
herein.
(c) There will be no reports delivered to the Participants as to the
amounts and status of their accounts.
(d) The Securities will be issued to the Participants, who may sell the
Securities in the open market. The Company will receive no fees or other
compensation for the Securities other than the extinguishment of the debts to
the Participants as described herein.
5. RESALE RESTRICTIONS. There will be no restrictions on the resale of the
Securities by the Participants.
6. TAX EFFECTS OF PLAN PARTICIPATION. The receipt of the Securities by the
Participants will be the receipt of ordinary income since the Securities will
have been received by the Participants in exchange for services. Consequently,
the Participants will be taxed currently for the value of the Securities
pursuant to Section 61 of the Internal Revenue Code of 1986, as amended.
7. INVESTMENT OF FUNDS. There is no provision under the Plan whereby the
Participants may direct the investment of all or any part of the assets under
the Plan.
8. WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST. No Participant will be
able to withdraw from, terminate, or assign its interest in the Plan.
9. FORFEITURES AND PENALTIES. There is no event which could, under the
Plan, result in a forfeiture by, or a penalty to, a Participant.
10. CHARGES AND DEDUCTIONS, AND LIENS THEREFOR. There are no charges and
deductions that may be made against the Participants, the Securities, or assets
of the Plan, or the creation of any lien on any funds, securities, or other
property held under the Plan.
11. INFORMATION CONTAINED IN THE REGISTRATION STATEMENT. The Company shall
furnish to the Participants, without charge, upon written or oral request, the
documents incorporated by reference in Item 3 of Part II of the Registration
Statement, all of such documents being incorporated
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by reference in this Section 10(a) Prospectus. The Company shall also
furnish to the Participants, without charge, upon written or oral request, any
other documents required to be delivered to employees of the Company pursuant to
Rule 428(b) promulgated under the Securities Act of 1933. Any such request
should be directed to the Company at 131 Prosperous Place, Suite 17-A,
Lexington, Kentucky 40509, telephone (606) 263-3948, and telecopier (606)
263-4228.
12. INFORMATION CURRENTLY FURNISHED. Each Participant has been furnished
with a copy of the Company's Form 10-K for the fiscal year ended December 31,
1996.
13. INFORMATION TO BE FURNISHED IN THE FUTURE. The Company shall deliver to
each Participant copies of all reports, proxy statements and other
communications distributed to its security-holders generally, and such material
shall be sent or delivered no later than the time that it is sent to security-
holders of the Company.
Attachment:
Exhibit "A" - The Letter Agreement
4
