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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8-A1
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PANTHER RESOURCES LTD.
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(Exact name of registrant as specified in its charter)
Nevada 95-3932052
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(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
1111 West Hastings Street, Suite 211
Vancouver, BC, Canada V6E 2J3
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(Address of Principal Executive Offices)
(604) 689-5377
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(Issuer's Telephone Number, including Area Code)
1997 Stock Incentive Plan for Directors, Officers and Employees
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(Full Title of the Plan)
Branden T. Burningham, Esq.
455 East 500 South, Suite 205
Salt Lake City, Utah 84111
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(Name and Address of Agent for Service)
(801) 363-7411
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(Telephone Number, Including Area Code, of Agent for Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to Amount to Price per Aggregate Registration
be Registered be Registered Unit/Share(1)Offering Price Fee
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Common Shares 2,500,000 $0.20 $500,000 $151.52
$0.001 par value (2)(3)
Common Shares 200,000 $3.00 $600,000 $181.81
$0.001 par value (2)
Common Shares 850,000 $0.00 $0.00 $0.00
$0.001 par value (2)
(1) Estimated for the Common Shares solely for the purpose of calculating the
registration fee on the basis of the average of bid and ask prices of the
Common
Shares of the Company on July 28th, 1997 (pursuant to Rule 457(c)) under the
Securities Act of 1933.
(2) In addition, this Registration Statement also covers an indeterminate
amount of additional securities which may be issued under the above-referenced
Plan pursuant to the anti-dilution Provisions of such Plan and, if interests
in
the above-referenced Plan are deemed to constitute separate securities,
pursuant
to Rule 416(c) under the Securities Act of 1933, this registration statement
shall also cover an indeterminate amount of interests to be offered or sold
pursuant to the above-referenced Plan.
(3) This post-effective amendment is filed for the sole purpose of
increasing
the number of shares under this item from 2,000,000 shares to 2,500,000 shares
of common stock and to decrease the price per share from $0.50 to $0.20.
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, B.C., Canada, on the 3rd day of August,
1998.
PANTHER RESOURCES, LTD.
By: /s/ Gordon Muir
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Gordon Muir
CEO and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
and on the 3rd of August, 1998.
By: /s/ Gordon Muir
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Gordon Muir
CEO and Chairman of the Board
By: /s/ Penny Perfect
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Penny Perfect
President and Director
By: /s/ Katharine Johnston
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Katharine Johnston
Vice President and Director
