SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EUROPEAN AMERICAN RESOURCES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 87-0443214
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
1212 Court Street, #C2
Clearwater, FL 34616
(Address of principal executive offices) (Zip Code)
CONSULTING AGREEMENT
BETWEEN EUROPEAN AMERICAN RESOURCES, INC. AND
INTERNATIONAL MINE CONSULTANCY, LIMITED.
(full name of the plan)
Europen American Resources, Inc.
1212 Court Street, #C2
Clearwater, FL 34616
(Name and address of agent for service)
(813)298-0636
Telephone number, including area code, of agent for service
Copy to:
Simon S. Kogan, Esq.
39 Broadway, Suite 2705
New York, New York 10006
(212)425-8200
CALCULATION OF REGISTRATION FEE
Proposed
Title of Maximum Proposed
Securities Offering Maximum Amount of
to be Amount to be Price per Aggregate Registr.
Registered Registered Share(1) Offering Price(1) Fee Common
Stock,
par value
$.0001 per (2)
share 194,900 $1.10 214,390 73.93
(1) Estimated solely for the purpose of calculating the registration fee,
based on the average of the bid and asked price of the Registrant's Common
Stock on April 30, 1998.
(2) Represents shares underlying one consulting agreement which allows
International Mine Consultancy, Ltd. to receive 194,900 shares.
PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
The Registrant (sometimes also referred to herein as the
"Company") has entered into the business consulting agreement, as outlined
above in (2), (the "Consulting Agreement"). Pursuant to the Consulting
Agreement, the Consultant is to provide advice and assistance to the
Registrant on business related matters to help with the support and expansion
of its business. As compensation for the services to be provided, the
Registrant has provided the Consultant with an aggregate number of 194,900
shares of the Company's common stock. The Registrant is obligated to prepare
and file this Registration Statement on Form S-8 upon issuance of the shares.
The term of the Consulting agreements shall be one (1) year from
the effective date of this Registration Statement unless extended by written
agreement of the Consultant and the Company. The Consulting Agreement shall
terminate automatically upon the death of the Consultant if such death occurs
prior to the expiration of the term of the Consulting Agreement.
Item 2. Registrant Information and Employee Plan Annual Information.
The Registrant shall provide the Consultant, without charge, upon
his written or oral request, the documents incorporated by reference in Item 3
of Part II of this Registration Statement. The Registrant shall also provide
the Consultant, without charge, upon his written or oral request, with all
other documents required to be delivered to Consultant pursuant to Rule
428(b). Any and all such requests shall be directed to the Registrant at 1212
Court Street, #C2, Clearwater, FL. 34616, tel. (813)298-0636.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Registrant's annual report for the period ending December
31, 1997 filed pursuant to Section 13(a) or 15(d) of the Exchange Act;
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year ending
December 31, 1997.
All documents subsequently filed by the Company 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 indicating that all
securities offered hereby have been sold or deregistering all such securities
then unsold, shall be deemed to be incorporated by reference into this
registration statement and to be part hereof from the date of filing of such
documents.
Item 4. Description of Securities
The Registrant is registering hereunder 194,900 shares of common
stock, par value $.0001 per shares. The common stock of the Registrant is
entitled to one vote per share. There are no pre-emptive rights relating to
such common stock. Holders of the common stock are entitled to dividends
thereon, if, when and as declared, in such amounts, all as determined by the
Board of Directors of the Registrant.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Officers and Directors
There is no charter, provision, by-law, contract or other
arrangement under which any controlling person, director, or officer of the
Registrant is insured or indemnified in any manner against liability which he
may incur in his capacity as such. However, pursuant to Delaware Corporation
Law 145, the Registrant may indemnify its directors, officers, employees and
agents against liability which he may incur in his capacity as such.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Pursuant to Item 601 of Rule S-K, the following Exhibits are
annexed hereto:
(a) Opinion: Legality
(b) Form 10-K for fiscal year ending December 31, 1997
In addition, the Consulting Agreement is attached for review and
interpretation.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes to include any
material information with respect to the Plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company 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 against such liabilities (other than payment by the Company of expenses
paid or incurred by a director, officer or controlling person of the Company
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 Company 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
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Clearwater and the State of Florida, on the 1st day
of May, 1998.
EUROPEAN AMERICAN RESOURCES, INC.
By: /s/ Martin Sportschuetz
Martin Sportschuetz,
CEO and Director
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 date indicated.
Dated: May 1, 1998
/s/ Martin Sportschuetz
Name: Martin Sportschuetz,
Title: CEO and Director
/s/ William O' Callaghan
Name: William O'Callaghan
Title: Director
/s/ John Sgarlat
Name: John Sgarlat
Title: Director
(SEAL)
/s/ Carl Leaman
Name: Carl Leaman
Title: Director
Securities and Exchange Commission
450 Fifth Street, N.W. May 1, 1998
Washington, D.C. 20549
Re: European American Resources, Inc.
Registration Statement Form S-8
Gentlemen:
We have been requested by European American Resources, Inc. a Delaware
Corporation (the "Company"), to furnish you with our opinion as to the matters
hereinafter set forth in connection with the above-captioned registration
statement (the "Registration Statement") covering an aggregate of 194,900
shares of the Company's common stock, par value $.0001 per share (the "Common
Stock"). We have been advised by the Company that these shares are issued in
connection with the Consulting Agreement with International Mine Consultancy
Limited (the "Agreement").
In connection with this opinion, we have examined such documents as we have
deemed necessary to enable us to render the opinion hereinafter expressed.
Based upon and subject to the foregoing, we are of the opinion that the shares
of common stock, when issued, will be legally authorized, fully paid and
non-assessable.
We render no opinion as to the laws of any jurisdiction other than the
internal laws of the State of New York and the internal corporate law of the
State of Delaware.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Simon S. Kogan
Simon S. Kogan, Esq.
