<PAGE> 1
================================================================================
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)
<TABLE>
<CAPTION>
<S> <C> <C>
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)
</TABLE>
NOT APPLICABLE
(FULL TITLE OF PLAN)
<TABLE>
<CAPTION>
<S> <C>
WILLIAM S. DAUGHERTY, 131 PROSPEROUS PLACE, SUITE 17-A, LEXINGTON, KENTUCKY 40509-1844
(NAME AND ADDRESS OF AGENT FOR SERVICE)
</TABLE>
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (606) 263-3948
AN INDETERMINATE AMOUNT OF PLAN INTERESTS ARE COVERED BY THIS
REGISTRATION STATEMENT PURSUANT TO RULE 416 (c)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT OF SHARES OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED SHARE PRICE FEE (1)
TO BE REGISTERED
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, WITHOUT PAR 61,479 $0.375 $23,055.00 $6.81
VALUE PER SHARE................
- ----------------------------------------------------------------------------------------------------------------------
COMMON STOCK, WITHOUT PAR 350,000 $0.50 $175,000.00 $51.63
VALUE PER SHARE................
- ----------------------------------------------------------------------------------------------------------------------
TOTAL.......................... 411,479 $0.375 - $0.50 $198,055.00 $58.44
- ----------------------------------------------------------------------------------------------------------------------
<FN>
(1) The registration fee applies to all of the shares of the Common Stock to be issued as a result of this Registration
Statement.
</FN>
</TABLE>
================================================================================
<PAGE> 2
ALASKA APOLLO RESOURCES INC.
DOCUMENTS CONSTITUTING A SECTION 10(a) PROSPECTUS
PURSUANT TO A FORM S-8 REGISTRATION STATEMENT
FILED JANUARY 30, 1998
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 January 30, 1998, 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 Letter Agreements (the "Agreements") between the Company and
Forte Communications, Inc., Greattinger & Crowley, and Hunter Equities, Inc.,
(the "Participants") with respect to the payment of fees, 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 Participants in
payment of their fees are more fully described in Exhibits "A-1, A-2 and A-3"
attached hereto and incorporated herein by reference for all purposes:
<TABLE>
<CAPTION>
Name Fees Price per Number of
---- ---- --------- ---------
Share Shares
----- ------
<S> <C> <C> <C>
Forte Communications, Inc. $50,000.00 $0.50 100,000
Greattinger & Crowley, PSC $23,055.00 $0.375 61,479
Hunter Equities, Inc. $125,000.00 $0.50 250,000
----------- ----- -------
TOTAL $198,055.00 $0.375 - $0.50 411,479
</TABLE>
(b) The Agreements constitutes 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.
(c) The general nature and purpose of the Plan is allow for
the payment of fees 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
filing of the Registration Statement, as the Securities called for in the Plan
have been issued to the Participants, which date will not exceed March 31, 1998.
It is not contemplated that the Plan will be subject to modification or
extension.
(d) 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.
(e) The Plan is not subject to the Employee Retirement Income
Security Act of 1974. The Participants are consultants who have provided 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.
1
<PAGE> 3
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.
4. PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR
SECURITIES OFFERED.
(a) The Participants 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, the Participants shall not have
any further interest in the Plan. The only Securities to be purchased by the
Participants are described herein or in the Agreements between the Company and
the Participants. The purchase price per share of the Company's Securities for
the Participants is as set forth above.
(b) Payment for the Securities to be purchased by the Participants
pursuant to the Plan will be the extinguishment of any further liability by the
Company to any said 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 its account.
(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 debt 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. The Participants
are not able to withdraw from, terminate, or assign their interests 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, the Participants.
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.
2
<PAGE> 4
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. The Participants have been
furnished with copies of the Company's Form 10-K for the fiscal year ended
December 31, 1996 and .Form 10-Q for the quarterly period ending September 30,
1997.
13. INFORMATION TO BE FURNISHED IN THE FUTURE. The Company shall
deliver to the Participants 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.
Attachments:
Exhibits "A-1, A-2 and A-3" -The Agreements
3
<PAGE> 5
FORTE 50 BROADWAY, SUITE 2300
COMMUNICATIONS, INC. NEW YORK, NY 10004
- -------------------- TELEPHONE: 212-785-6300
A FULL SERVICE MEDIA COMPANY FACSIMILE: 212-785-6205
January 15, 1998
Facsimile: 606-263-4228
William S. Daugherty
Chairman, President & COO
Alaska Apollo Resources, Inc.
131 Prosperous Place, Suite 17
Lexington, KY 40509-1844
RE: Letter of Understanding
-----------------------
Dear Mr. Daugherty:
As discussed, I am submitting the following proposal for Public Relations to be
performed by Forte Communications, Inc., on behalf of Alaska Apollo
Resources, Inc., (the "Company") effective January 15, 1998.
The parties agree that Forte Communications, Inc. shall act as a consultant to
the Company.
1. Forte Communications, Inc. will consult with the Company as its
public relations advisor. Both Charles McLaughlin and Patricia Meding
will act as consultants for the Company on all public relations
matters.
2. The parties agree that the consulting arrangement shall extend for a
period of approximately one (1) year from January 15, 1998, and that it
is automatically renewable for an additional year upon the mutual
consent of both parties. Neither party shall have the right or option
to terminate this agreement without mutual consent during a period of
activity.
3. The consulting activities shall continue upon signing.
"EXHIBIT "A-1"
<PAGE> 6
4. The Company agrees to issue 100,000 shares of the common stock of
Alaska Apollo Resources, Inc., valued at the current market price of
fifty cents per share ($.50) for an aggregate value of fifty thousand
dollars and no cents ($50,000) to pay the ongoing costs of the Public
Relations program and reimburse out-of-pocket expenses including but
not limited to telephone, facsimile, secretarial and other services
provided on behalf of the Company. The Company agrees to pay upon
presentation of documentation any approved out-of-pocket expense
provided Forte Communications, Inc. seeks and secures approval of
a budget figure prior to the expenditure.
5. As requested by the Company, Forte Communications, Inc. will use its
best efforts to:
o arrange radio exposure;
o arrange Due Diligence meetings;
o organize institutional investor meetings;
o originate and disseminate information about the company
including press releases;
o arrange for articles to appear in periodicals, tabloids,
newsletters and other media, as appropriate;
o arrange for direct mail, broadcast, electronic, on-line and
other media services as desired by The Company to keep
shareholders, investors and the brokerage community informed
of the Company's activities.
6. The Company agrees that any controversy or claim arising from this
Letter of Understanding will be settled under the laws of New York
State.
As discussed, Forte's monthly fee will begin effective January 15.
Out-of-pocket expenses incurred in the normal course of performing our services
will be reimbursed upon presentation of receipts and, as stated above, for any
additional out-of-pocket expenses anticipated we will seek prior approval from
you.
If this Letter of Understanding properly outlines our agreement, please indicate
your acceptance by signing in the space provided below and returning it to me
via facsimile with the original being sent to me via first class mail at
Forte Communications, Inc., 50 Broadway, Suite 2300, New York, NY 10004.
Alaska Apollo Resources, Inc. Forte Communications, Inc.
/s/ William S. Daugherty /s/ Charles W. Mclaughlin
------------------------- --------------------------
William S. Daugherty Charles W. McLaughlin
Chairman, President & COO President
Dated: January 15, 1998 Dated: January 15, 1998
<PAGE> 7
GREATTINGER & CROWLEY, PSC
222 CUMBERLAND CROSSING
MONTICELLO, KY 42633
January 15, 1998
Mr. William S. Daugherty
Alaska Apollo Resources, Inc.
131 Prosperous Place, Suite 17-A
Lexington, Kentucky 40509
RE: S-8 Stock Agreement
Dear Mr. Daugherty:
At the present time, Alaska Apollo Resources, Inc., and its subsidiary,
Daugherty Petroleum, Inc., owes Greattinger & Crowley, PSC, $23,054.77 for
auditing and accounting services, including travel and out-of-pocket expense
rendered and incurred through December 31, 1997. In payment thereof, Greattinger
& Crowley agrees to accept freely trading stock in Alaska Apollo Resources,
Inc., worth $23,054.77. Alaska Apollo Resources, Inc., will cause to be prepared
and will file the required Form S-8 to accomplish the issuance of the stock
worth $23,054.77. Said stock will be issued to Greattinger & Crowley as soon as
possible after the filing of the Form S-8. In that regard, the stock to be
issued to Greattinger & Crowley will be valued at 3/8 or $0.375 per share.
If the foregoing meets with your approval, please sign and date a copy
of this letter, and return same to me. I understand that the agreement contained
herein is subject to ratification by the Board of Directors of Alaska Apollo
Resources, Inc. Please notify me when such ratification has been obtained.
Very truly yours,
Greattinger & Crowley, PSC
By:/s/ Daryl J. Greattinger
------------------------
Daryl J. Greattinger, President
The foregoing is accepted and agreed to
this the 15th day of January, 1998.
ALASKA APOLLO RESOURCES, INC.
By:/s/William S. Daugherty
-----------------------
William S. Daugherty
President
EXHIBIT "A-2"
<PAGE> 8
HUNTER EQUITIES, INC.
- ---------------------
2333 ELDGER DRIVE TEL. 972-491-2618
PLANO, TX 75025 FAX 972-491-2619
January 9, 1998
Mr. William S. Daugherty, President
Daugherty Petroleum, Inc.
131 Prosperous Place, Suite 17
Lexington, KY 40509
RE: Client Service and Consulting Agreement
with Daugherty Petroleum, Inc.
Dear Bill:
Formalizing our earlier discussions, this is to acknowledge and confirm
the terms of our Consulting Agreement as follows:
1. APPOINTMENT OF HUNTER EQUITIES, INC. Daugherty Petroleum, Inc., (the
"Company") hereby engages Hunter Equities, Inc. ("Hunter"), and Hunter hereby
agrees to render services to the Company as a financial public relations advisor
and acquisition consultant.
2. DUTIES OF HUNTER.
(a) Hunter shall act, generally, as financial public relations
counsel, essentially acting (i) as liaison between the Company and its
stockholders; (ii) as advisor to the Company with respect to existing
and potential market makers, broker-dealers, underwriters and investors
as well as being the liaison between the Company and such person; and
(iii) as advisor to the Company with respect to communications and
information (e.g., interviews, press releases, stockholder reports,
etc.) as well as planning, designing, developing, organizing, writing
and distributing such communications and information.
(b) Hunter shall also assist in establishing and advising the
Company with respect to: stockholder meetings; interviews of Company
officers by the financial media; and interviews of Company officers by
analysts, market makers, broker-dealer and other members of the
financial community.
(c) Hunter shall seek to make the Company, its management, its
products and services, and its financial situation and prospects, known
to the financial press and publication, broker-dealers, mutual funds,
institutional investors, market makers, analysts, investment advisors
and other members of the financial community as well as the financial
media and the public generally.
EXHIBIT "A-3"
<PAGE> 9
Mr. William S. Daugherty, President
January 9, 1998
page 2
(d) By way of specific services, Hunter will:
(i) Review and analyze all aspects of the Company's
goals and make recommendations on feasibility and achievement
of desired goals;
(ii) Review all of the general information and recent
filings from the Company and oversee production of a corporate
profile in brokerage style format to be approved by the
Company prior to circulation;
(iii) Coordinate the necessary due diligence and
obtain the required approvals necessary for those firms to
participate. Hunter will also interview and make
determinations on any firms or brokers referred to him by the
Company with regard to their participation;
(iv) Aggressively seek acquisitions for the purpose
of improving the financial position and operating results of
the Company; and
(v) Assist the Company in the introduction and
negotiations pertaining to any capital, debt, equity or
potential joint venture partners the Company may require. Such
arrangement will be under separate agreement and for separate
compensation.
3. DUTIES OF THE COMPANY.
(a) The Company shall supply Hunter, on a regular and timely
basis, with all approved data and information about the Company, its
management, its products and its operations, and the Company shall be
responsible for advising Hunter of any facts which would affect the
accuracy of any prior data and information previously supplied to
Hunter so that Hunter may take corrective action.
(b) The Company shall promptly notify Hunter with: full and
complete copies of all filings with all federal and state securities
agencies; full and complete copies of all stockholder reports and
communications, whether or not prepared with Hunter's assistance; all
data and information supplied to any analyst, broker-dealer, market
maker or other member of the financial community; and all
product/services brochures, sales materials, etc.
(c) The Company shall promptly notify Hunter of the filing of
any registration statement for the sale of securities and of any other
event which imposes any restrictions on publicity.
(d) The Company shall contemporaneously notify Hunter if any
information or data being supplied to Hunter has not been generally
released or promulgated.
<PAGE> 10
Mr. William S. Daugherty, President
January 9, 1998
Page 3
4. TERM. The term of this Consulting Agreement shall be for a 12-month
period commencing on the date hereof, and Hunter agrees for a period of at lease
three (3) months from the date hereof to commit a predominate amount of his time
to the affairs of the Company as contemplated hereby.
5. COMPENSATION. As compensation for his services hereunder, Hunter
shall be issued up to 250,000 shares of Common Stock (the "Shares") of the
Company. These Shares shall be issued to Hunter subject to the discretion of the
Company.
6. EXPENSES. Hunter shall be entitled to reimbursement by the Company
of such reasonable out-of-pocket expenses exceeding $500.00. Such expenses shall
be preapproved by the Company.
7. CONFIDENTIALITY. Hunter will not disclose to any other person, firm
or corporation, nor use for his own benefit, during or after the term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by Hunter in the course of his
performing services hereunder. (A trade secret is information not generally
known to the trade which gives the Company an advantage over its competitors.
Trade secrets can include, by way of example, products or services under
development, production methods and processes, sources of supply, customer
lists, marketing plans and information concerning the filing or pendency of
patent applications.) Any financial advice rendered by Hunter pursuant to this
Consulting Agreement may not be disclosed publicly in any manner without the
prior written approval of the Company.
8. INDEMNIFICATION. The Company agrees to indemnify and hold Hunter
harmless from and against all losses, claims, damages, liabilities, costs or
expenses (including reasonable attorneys' fees (collectively the "Liabilities")
joint and several, arising out of the performance of this Agreement, whether or
not Hunter is a party to such dispute. This indemnity shall not apply, however,
and Hunter shall indemnify and hold the Company, its affiliates, control
persons, officers, employees and agents harmless from and against all
Liabilities (i) arising in connection with any action, claim or judgment made or
assessed against Hunter, or any affiliate, employee or agent of Hunter, by any
state or federal securities commission or authority (including, without
limitation, the Securities and Exchange Commission and the National Association
of Securities Dealers) with respect to the issuance or exercise of the Options
or the issuance, transfer or registration of the Shares, or (ii) where a court
of competent jurisdiction has made a final determination that Hunter engaged in
gross recklessness and willful misconduct in the performance of his services
hereunder which gave rise to the losses, claim, damage, liability, cost or
expense sought to be recovered hereunder (but pending any such final
determination, the indemnification and reimbursement provision of this
Consulting Agreement shall apply, and the Company shall perform its obligations
hereunder to reimburse Hunter for its expenses.) The provisions of this
paragraph 9 shall survive the termination and expiration of this Consulting
Agreement.
<PAGE> 11
Mr. William S. Daugherty, President
January 9, 1998
Page 4
9. INDEPENDENT CONTRACTOR. Hunter and the Company hereby acknowledge
that Hunter is an independent contractor. Hunter shall not hold himself out as,
nor shall he take any action from which others might infer, that he is an agent
of or a joint venturer of the Company.
10. APPROVAL OF INFORMATION. Hunter will not print or mail any material
on behalf of the Company without written approval by the designated
representative of the Company.
11. MISCELLANEOUS. This Consulting Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communication, understandings and agreements
between the parties. This Consulting Agreement cannot be modified or changed,
nor can any of its provisions be waived, except by written agreement signed by
all parties. This Consulting Agreement shall be governed by the laws of the
State of Texas, and any action or proceeding in respect to this Consulting
Agreement shall be initiated in Dallas County, Texas, which shall have exclusive
jurisdiction in connection with any such action or proceeding. In the event of
any dispute as to the terms of this Consulting Agreement, the prevailing party
in any litigation shall be entitled to reasonable attorneys' fees.
Please confirm that the foregoing correctly sets forth our
understanding by signing the enclosed copy of this letter where provided and
returning it to us at your earliest convenience.
Very truly yours,
HUNTER EQUITIES, INC.
By: /s/ Howard C. Jenkins
----------------------
Howard C. Jenkins
President
Accepted and Agreed to as of the 12TH day of January, 1998.
DAUGHERTY PETROLEUM, INC.
By: /s/ William S. Daugherty
--------------------------
William S. Daugherty
President
<PAGE> 12
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 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.
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.
1
<PAGE> 13
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 Stephen P. Carson, 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.
2
<PAGE> 14
(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 January 30, 1998.
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 January 30, 1998
- ------------------------- President
William S. Daugherty
/s/ Charles L. Cotterell Director January 30, 1998
- -------------------------
Charles L. Cotterell
/s/ James K. Klyman Director January 30, 1998
- -------------------------
James K. Klyman
/s/ D. Michael Wallen Vice President and January 30, 1998
- ------------------------- Secretary
D. Michael Wallen
3
<PAGE> 1
STEPHEN P. CARSON
ATTORNEY AT LAW
323 HOLIDAY ROAD
LEXINGTON, KENTUCKY 40502
TELEPHONE: (606) 533-5516
January 30,1998 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 411,479 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/ Stephen P. Carson
---------------------
Stephen P. Carson, Esq.
