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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
DAUGHERTY RESOURCES, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C>
PROVINCE OF BRITISH COLUMBIA NOT APPLICABLE
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
120 PROSPEROUS PLACE, SUITE 201 40509
LEXINGTON, KENTUCKY (Zip Code)
(Address of principal executive offices)
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NOT APPLICABLE
(Full Title of Plan)
WILLIAM S. DAUGHERTY, 120 PROSPEROUS PLACE, SUITE 201, LEXINGTON, KENTUCKY 40509
(Name and Address of Agent for Service)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (859) 263-3948
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Title of each class of Amount of Proposed maximum Proposed maximum Amount of
securities to be shares to be offering price per aggregate offering registration fee
registered registered share price (1)
<S> <C> <C> <C> <C>
Common Stock, without par 115,655 $1.25 $144,568.75 $40.19
value per share 20,000 $2.00 $40,000.00 $11.12
12,570 $2.50 $31,425.00 $ 8.73
------ ---------- -------
Total 148,225 $215,993.75 $60.04
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(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 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 Ace of 1934, and which were more fully
described in the Memorandum and Articles of Registrant is
100,000,000 shares of common stock, without par value.
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, will 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.
Gary M. Smith, 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, will own 13,655
shares of such stock that are being registered pursuant to this Registration
Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The directors and officers of the Registrant will 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.
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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, 1992, 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.
3(i)(e)* Special Resolution of Alaska Apollo Resources, Inc., a British
Columbia Corporation, dated June 22, 1998, changing the name of
Alaska Apollo Resources Inc. to Daugherty 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
50,000,000 shares of common stock, without par value per share, and
authorizing the creation of 6,000,000 shares of preferred stock,
without par value per share. Altered Memorandum of Daugherty
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Resources, Inc., a British Columbia corporation, dated June 24,
1998, changing the authorized common stock of the Registrant from
50,000,000 shares of common stock, without par value per share, to
10,000,000 shares of common stock, without par value per share.
Special Resolution of Alaska Apollo Resources Inc., a British
Columbia corporation, dated June 22, 1998, consolidating the
authorized preferred shares of 6,000,000 shares to 1,200,000 shares.
Altered Memorandum of Daugherty Resources, Inc., a British Columbia
Corporation, dated June 25, 1998, changing the authorized preferred
stock of the Registrant from 6,000,000 shares of preferred stock,
without par value per share to 1,200,000 shares of preferred stock,
without par value. Filed as an exhibit to Form 8-K, for the Company
for reporting an event on June 29, 1998. File No. 0-12185.
3(i)(f)* Special Resolution of Daugherty Resources, Inc. a British Columbia
corporation, dated June 30, 1999, changing the authorized capital of
the Registration from 10,000,000 shares of common stock, without par
value per share, to 100,000,000 shares of common stock, without par
value per share, and from 1,200,000 shares of preferred stock,
without par value per share, to 5,000,000 shares of preferred stock,
without par value per share. Altered Memorandum of Daugherty
Resources, Inc., dated June 30, 1999, changing the authorized
capital of the Company to 105,000,000 shares divided into 5,000,000
shares of preferred stock, without par value and 100,000,000 common
shares without par value. Special Resolution of Daugherty Resources,
Inc., a British Columbia corporation, dated June 30, 1999, altering
Article 23.1(b) of the Company Articles by substituting a new
article 23.1(b) that sets forth the conditions and terms upon which
the preferred shares can be converted to common stock. Filed as an
exhibit to Form 8-K, for the Company for reporting an event on
October 25, 1999. File No. 0-12185
4* See Exhibits No. 3(i)(a), (b), (c), (d), (e) and (f).
5 Opinion of Gary M. Smith, Esq.
24 Powers of Attorney.
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:
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(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
will be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time will be deemed to be the initial bona
fide offering thereof.
(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.
(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.
(b) The undersigned Registrant hereby undertakes that, for the 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
will be deemed to be a new registration statement relating to
securities offered therein, and the offering of such securities at
that time will 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, unforeseeable. 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
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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 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 August 17, 2000.
DAUGHERTY RESOURCES, INC.
By: /s/ William S. Daugherty
------------------------
William S. Daugherty
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.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ William S. Daugherty Chairman of the Board and August 17, 2000
------------------------ President
William S. Daugherty
/s/ Charles L. Cotterell* Director August 17, 2000
-------------------------
Charles L. Cotterell
/s/ James K. Klyman* Director August 17, 2000
--------------------
James K. Klyman
By:/s/ William S. Daugherty August 17, 2000
------------------------
William S. Daugherty,
Attorney-in-fact
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