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Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
____________________
HARISTON CORPORATION
(Exact name of registrant as specified in its charter)
Canada 33-0645339
(State of incorporation) (I.R.S. Employer
Identification No.)
1500 West Georgia Street, Suite 1555
Vancouver, British Columbia V6G 2Z6
(Address of Principal Executive Offices) (Zip Code)
____________________
1998 HARISTON CORPORATION STOCK OPTION PLAN
(Full title of the plan)
____________________
L. James Porter
Chief Financial Officer
Hariston Corporation
1500 West Georgia Street, Suite 1555
Vancouver, British Columbia V6G 2Z6
(Name and address of agent for service)
_____________________
(604) 685-8514
(Telephone number, including area code, of agent for service)
____________________
Copies to:
John E. Lowe, Esq.
Altheimer & Gray
10 South Wacker Drive
Suite 4000
Chicago, Illinois 60606
(312) 715-4000
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of securities Amount to be Proposed maximum
to be registered registered offering price
per share (1)
- --------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, without par value 600,000 $0.25
Shares
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</TABLE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed maximum Amount of
aggregate registration
offering price (1) fee (1)
- --------------------------------------------------------------------------------
<S> <C>
$150,000 $44.25
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</TABLE>
(1) Based upon the exercise price of the options pursuant to Rule 457(h).
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HARISTON CORPORATION 1998 STOCK OPTION PLAN
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM III. INCORPORATION OF DOCUMENTS BY REFERENCE
The information listed below, which has been filed by Hariston
Corporation (the "Registrant") with the Securities and Exchange Commission
("Commission"), is specifically incorporated herein by reference:
(1) The Registrant's Annual Report on Form 10-K filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended ("Exchange Act") which contains financial statements
of the Registrant for its fiscal year ended December 31, 1997;
(2) The Registrant's Quarterly Report on Form 10-K filed
pursuant to Section 13 or 15(d) of the Exchange Act which
contains financial statements of the Registrant for its
fiscal quarter ended March 31, 1998;
(3) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1997;
and
(4) The description of common stock which is contained in the
Registrant's Registration Statement on Form 20-FR File No.
0-13966) under the Exchange Act, filed with the Commission on
November 1, 1985, including any amendment or report filed for
purposes of updating such description.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior to the
filing of a post-effective amendment, which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein, or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed to constitute a part hereof except as so modified or superseded.
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ITEM 4. DESCRIPTION OF SECURITIES
The Registrant's common stock is registered under Section 12 of the
Exchange Act.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Bylaws of the Registrant provide that, subject to Section 124 of
the Canada Business Corporations Act ("CBCA"), the Registrant shall indemnify a
director or officer of the Registrant, a former director or officer of the
Registrant or a person who acts or acted at the Registrant's request as a
director or officer of a body corporate of which the Registrant is or was a
shareholder or creditor, and his heirs and legal representatives, against all
costs, charges and expenses reasonably incurred by him in respect of certain
actions or proceedings to which he is made a party by reason of his office, if
he met certain specified standards of conduct.
The inclusion of the above provision in the Bylaws of the Registrant
may have the effect of reducing the likelihood of derivative litigation against
directors and may discourage or deter shareholders or management from bringing
a lawsuit against directors for breach of their duty of care, even though such
an action, if successful, might otherwise have benefitted the Registrant and
its shareholders.
The Registrant intends to maintain insurance for the benefit of its
directors and officers insuring such persons against certain liabilities,
including liabilities under the securities laws.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
4. Not applicable.
5. Opinion of Counsel.
15. Not applicable.
23. Consents of Experts and Counsel.
(a) Consent of Arthur Andersen & Co.
(b) The consent of Lawson, Lundell,
Lawson & McIntosh is included in
that firm's opinion filed as Exhibit
5 hereto.
24. Not applicable.
99. Not applicable.
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ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made (unless the information required by paragraphs (i) and (ii) below
is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15 (d) of the Exchange Act that are incorporated
by reference in this Registration Statement), a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in this Registration Statement; and
(iii) 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 set forth in
this Registration Statement.
(2) That for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
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The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
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 Securities Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
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 THE CITY OF VANCOUVER, PROVINCE OF BRITISH COLUMBIA, ON THE
9TH DAY OF JULY, 1998.
HARISTON CORPORATION
By: /s/ L. James Porter
-------------------------------
L. James Porter
Chief Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON JULY 9, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<S> <C>
/s/James P. Angus Chief Executive Officer
- ---------------------- (Principal Executive Officer)
James P. Angus and Director
/s/ L. James Porter Chief Financial Officer, Corporate
- ---------------------- Secretary (Principal Financial and
L. James Porter Accounting Officer) and Director
/s/ Neil S. MacKenzie Director
- ----------------------
Neil S. MacKenzie
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4. Not applicable.
5. Opinion of Counsel.
15. Not applicable.
23. Consents of Experts and Counsel.
(a) Consent of Arthur Andersen & Co.
(b) The consent of Lawson, Lundell, Lawson & McIntosh
is included in that firm's opinion filed as
Exhibit 5 hereto.
24. Not applicable.
99. Not applicable.
</TABLE>
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EXHIBIT 5
July 9, 1998
Hariston Corporation
Suite 1555, 1500 West Georgia Street,
Vancouver, British Columbia V6G 2Z6
Re: Hariston Corporation
Dear Sirs:
At your request, we have examined the form of Registration Statement on Form
S-8 (the "Registration Statement") which we understand has been filed by
Hariston Corporation (the "Company") with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, for the purpose
of registering an aggregate of 600,000 common shares in the capital of the
Company issuable pursuant to the 1998 Hariston Corporation Stock Option Plan
(the "Plan").
In this regard and for the purpose of the opinions expressed herein, we have
also examined a copy of the Plan, the constating documents of the Company and
such corporate records, certificates of public officials and governmental
bodies and authorities, certificates of officers or representatives of the
Company and other documents, and have made such investigations and searches and
considered such matters of law, as we believe necessary and relevant to enable
us to give, and as the basis for, the opinion expressed herein. We have,
without making any independent investigation, assumed the conformity to
originals of telecopied, certified and photographically reproduced documents
which we have examined, and the authenticity of all signatures on documents
that have been examined by us.
We express no opinion as to laws other than the laws of the Province of British
Columbia and the federal laws of Canada applicable therein and we have assumed
that there is nothing in any other law that affects our opinions expressed
herein.
Based upon the foregoing, we are of the opinion that the 600,000 common shares
included in the Registration Statement to be sold by the Company, when paid for,
issued and delivered by the Company in accordance with the terms of the Plan,
will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this opinion, we do not agree that we come
within the category of persons whose consent is required by the United States
Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder.
Yours very truly,
/s/ LAWSON, LUNDELL, LAWSON & McINTOSH
LAWSON, LUNDELL, LAWSON & McINTOSH
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and
Shareholders of Hariston Corporation:
As independent public accountants, we hereby consent to the use of our
reports and to all references to our firm included in this Registration
Statement.
/s/Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
Vancouver, British Columbia
July 9, 1998.
