<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1
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 40509-1844
LEXINGTON, KENTUCKY (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
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 (1) share price fee (2)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without par
value per share................. 268,192 $0.50 $134,096 $40.64
- --------------------------------------------------------------------------------------------------------------------------
Total 268,192 $134,096 $40.64
==========================================================================================================================
<FN>
(1) This post effective amendment to the Registration Statement filed on June
27, 1997, reflects the issuance of 144,692 shares of the Common Stock to
Norman T. Reynolds, Esq. rather than the 181,482 shares previously to be
issued. All of the other shares of the Common Stock described herein have
been issued pursuant to the Registration Statement filed on June 27, 1997.
(2) The registration fee applies to all of the shares of the Common Stock to be
issued as a result of this Registration Statement. A registration fee in
the amount of $46.21 was previously paid. Inasmuch as the number of shares
of the Common Stock covered by this Registration Statement has been reduced
by 36,790 shares, no further registration fee is due.
</TABLE>
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<PAGE> 2
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
144,692 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 $72,345.91.
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
<PAGE> 3
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 July 31, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ William S. Daugherty Chairman of the Board and July 31, 1997
------------------------------ President
William S. Daugherty
/s/ Charles L. Cotterell Director July 31, 1997
------------------------------
Charles L. Cotterell
/s/ James K. Klyman-Mowczan Director July 31, 1997
------------------------------
James K. Klyman-Mowczan
</TABLE>
3
<PAGE> 1
EXHIBIT 5
<PAGE> 2
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]
July 31, 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 268,192 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
<PAGE> 3
ALASKA APOLLO RESOURCES INC.
DOCUMENTS CONSTITUTING A SECTION 10(a) PROSPECTUS
PURSUANT TO A FORM S-8 REGISTRATION STATEMENT
FILED JULY 31, 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 July 31, 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 $72,345.91.00 $0.50 144,692
------------- -------
Total $72,345.91.00 144,692
------------- -------
</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:
1
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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>
All of the shares of the Common Stock to be issued to the Participants
described in this Paragraph 1(b) have been issued, pursuant to the Registration
Statement filed in connection therewith on June 27, 1997. No further shares of
the Common Stock are to be issued to such Participants hereunder.
(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.
2
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3. EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN. Only the Participants
described above may participate in the Plan.
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.
3
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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 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
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ALASKA APOLLO RESOURCES INC.
FORM S-8 PROSPECTUS
EXHIBIT "A"
LETTER AGREEMENT
<PAGE> 8
NORMAN T. REYNOLDS
ATTORNEY AT LAW
MEDIATOR
1001 FANNIN STREET, SUITE 3700
POST OFFICE BOX 131326
HOUSTON, TEXAS 77219-1326
TELEPHONE: (713) 754-6250
TELECOPIER: (713) 651-1132
E MAIL: [email protected]
July 31, 1997
Mr. William S. Daugherty
Daugherty Petroleum, Inc.
131 Prosperous Place, Suite 17-A
Lexington, Kentucky 40509
Re: Invoices of Norman T. Reynolds and Form S-8 Registration Statement
Dear Bill:
As we discussed, I agree to take shares of the common stock of Alaska
Apollo Resources Inc. in payment of all fees and expenses currently due and
owing to me, which total $72,345.91, and which will be registered pursuant to a
Form S-8 Registration Statement. My fee covers all of the remaining work to be
performed by me in connection with the filing of a S-4 Registration Statement
with respect to the domestication of the Company to the State of Delaware and
the filing of all documents in the State of Delaware. However, my fee does not
include any filing fees or other expenses in connection with such S-4
Registration Statement or the activities in the State of Delaware on behalf of
the Company. It is understood that the stock I will receive will be valued at
$0.50 per share and, as a result, I will receive 144,692 shares. It is further
understood that the Form S-8 Registration Statement will be filed immediately
and that the shares of the stock will be issued immediately upon the
effectiveness of the Registration Statement, and all other applicable laws and
regulations. The shares of the stock will be held by Steve Carson, Esq. and
delivered to me weekly in 10,000 share increments, except that upon the filing
of any changes requested by the Securities and Exchange Commission with respect
to the S-4 Registration Statement, 15,000 shares shall be delivered to me in
addition to any other shares which may be then due to be delivered to me.
Very truly yours,
/s/ Norman T. Reynolds
Norman T. Reynolds
NTR/bwd
