<PAGE>
As filed with the Securities and Exchange Commission on August 10, 2000.
Registration No. 333-92971
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
Phoenix Resources Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 84-1034982
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
15945 Quality Trail North
Scandia, Minnesota 55073 55073
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(Address of Principal Executive Offices) (Zip Code)
Phoenix Resources Technologies, Inc. 1999 Stock Option Plan
-----------------------------------------------------------
(Full title of the plan)
Benjamin Traub, Chairman of the Board
Phoenix Resources Technologies, Inc.
15945 Quality Trail North
Scandia, Minnesota 55073
--------------------
(Name and address of agent for service)
(651) 433-5753
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(Telephone number, including area code,
of agent for service)
--------------------
Copy to:
Walter J. Stanton III, Esquire
Duane, Morris & Heckscher LLP
200 South Biscayne Boulevard, Suite 3410
Miami, FL 33131
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price per share(1) offering price(1) registration fee
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 600,000 shares $9.63 $5,778,000 $1,525
value $1.00 per share
==========================================================================================================
</TABLE>
(1) Pursuant to paragraph (h) of Rule 457, the proposed maximum offering price
per share and the proposed maximum aggregate offering price have been
computed on the basis of $9.63 per share, the average of the high and low
sales prices of the Common Stock of the Company on the Over the Counter
Bulletin Board on August 9, 2000.
<PAGE>
Introductory Statement Pursuant to General Instruction E to Form S-8
The shares being registered hereunder constitute an additional 600,000
shares of Common Stock of Phoenix Resources Technologies, Inc. (the "Company")
reserved for issuance by the Company under the Phoenix Resources Technologies,
Inc. 1999 Stock Option Plan, as amended (the "Plan"). The Amendment to the
Phoenix Resources Technologies, Inc. 1999 Stock Option Plan was approved by the
shareholders at the Company's annual meeting held on July 21, 2000. On
December 17, 1999, the Company previously registered 900,000 shares of Common
Stock of the Company under the Securities Act of 1933 on Registration Statement
No. 333-92971 on Form S-8. Pursuant to General Instruction E to Form S-8, with
respect to the registration of additional securities hereunder for issuance by
the Company under the Plan, the contents of the Company's Registration Statement
No. 333-92971 are incorporated herein by reference.
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<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. Exhibits.
(4) Phoenix Resources Technologies, Inc. 1999 Stock Option Plan, as
amended.
(5) Opinion of Duane, Morris & Heckscher LLP.
(23.1) Consent of S. W. Hatfield, CPA.
(23.2) Consent of Duane, Morris & Heckscher LLP (included with its opinion
filed as Exhibit 5).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or post-effective amendment
to this registration sales are being made, a statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the registration
statement;
(iii) 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;
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<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the SEC by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the 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.
(b) 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 Section
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 the
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 liability arising under the
Securities Act may be permitted to directors, officers and
controlling person of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the SEC 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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<PAGE>
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 Vancouver, Canada on August 3, 2000.
PHOENIX RESOURCES
TECHNOLOGIES INC.
By: /s/ Benjamin Traub
------------------------------------
Benjamin Traub, Chairman of the
Board
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Benjamin Traub Chairman of the Board and August 3, 2000
------------------------------------ Director
Benjamin Traub
/s/ Ronald J. Wilkins President and Chief Executive August 3, 2000
------------------------------------ Officer
Ronald J. Wilkins
/s/ Ellen Luthy Secretary/Treasurer (Principal August 3, 2000
------------------------------------ Financial and Accounting
Ellen Luthy Officer) and Director
/s/ Warren Gacsi Director August 3, 2000
------------------------------------
Warren Gacsi
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard Monson Director August 3, 2000
------------------------------------
Richard Monson
/s/ Robert Seitz Director August 3, 2000
------------------------------------
Robert Seitz
</TABLE>
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<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Exhibit Description
----------- -------------------
<S> <C>
(4) Phoenix Resources Technologies, Inc. 1999 Stock Option Plan,
as amended.
(5) Opinion of Duane, Morris & Heckscher LLP.
(23.1) Consent of S. W. Hatfield, CPA
(23.2) Consent of Duane, Morris & Heckscher LLP (included with its
opinion filed as Exhibit 5).
</TABLE>
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