As filed with the Securities and Exchange Commission on March 31,
1995
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ADDINGTON RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
61-1125039
(I.R.S. Employer Identification No.)
1500 North Big Run Road
Ashland, Kentucky 41102
(606) 928-3433
(Address of Principal Offices)
ADDINGTON RESOURCES, INC. RESTATED STOCK OPTION PLAN
(Full title of the plan(s))
Michael D. Johnson
1932 Carter Avenue
Ashland, Kentucky 41101
(606) 329-2660
(Name, address, telephone number, including
area code of agent for service)
Copy to: James A. Giesel
Marion H. Lewis
Brown, Todd & Heyburn PLLC
3200 Providian Center
Louisville, Kentucky 40202-3363
(502) 589-5400
Approximate date of commencement of proposed sale of the
securities to the public: Promptly after the effective date of this
Registration Statement.
If 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, check the following box. /X/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of secur- Amount to offering aggregate Amount of
ities to be be regis- price per offering Registration
registered tered <F1> share<F2> price<F2> fee<F2>
<S> <C> <C> <C> <C>
Common Stock 500,000 $9.32 $4,660,000 $1,606.90
Shares
<F1> Also includes such indeterminate number of additional
shares as may be issuable to avoid dilution upon the occurrence of
certain events specified in the incentive compensation plan to
which this Registration Statement relates.
<F2> Estimated and calculated pursuant to Rule 457(c) and (h)
solely for the purpose of computing the registration fee on the
basis of the average of the high and low prices reported for the
Registrant's common stock as of March 27, 1995.
</TABLE>
Pursuant to General Instruction E of Form S-8, the Registrant
incorporates by reference the contents of its Registration
Statement on Form S-8, File No. 33-34559, as amended.
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 Ashland, Commonwealth of Kentucky, on March 30, 1995.
ADDINGTON RESOURCES, INC.
Date: March 30, 1995 By /s/ Larry Addington
Larry Addington, Chairman
of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Larry Addington, Robert
Addington, and Bruce Addington, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons in the capacities and on the date indicated.
Signature Title Date
/s/ Larry Addington Chairman of the Board March 30, 1995
Larry Addington Of Directors and Chief
Executive Officer
/s/ R. Douglas Striebel Vice President and Chief March 30, 1995
R. Douglas Striebel Financial Officer (Chief
Financial Officer) (Chief
Accounting Officer)
/s/ Robert Addington Director March 30, 1995
Robert Addington
______________________ Director March 30, 1995
Bruce Addington
/s/ Carl R. Whitehouse Director March 30, 1995
Carl R. Whitehouse
/s/ Jack C. Fisher Director March 30, 1995
Jack C. Fisher
INDEX TO EXHIBITS
Exhibit Description
5 Opinion of Brown, Todd & Heyburn PLLC as to the
legality of the securities registered.
10 Addington Resources, Inc. Restated Stock Option
Plan is incorporated by reference to Exhibit 10(G)
to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993.
23.1 Consent of Brown, Todd & Heyburn PLLC is contained
in its opinion included herein as Exhibit 5.
23.2 Consent of Arthur Andersen LLP
March 31, 1995
Addington Resources, Inc.
1500 North Big Run Road
Ashland, Kentucky 41102
Re: Addington Resources, Inc. Restated Stock Option Plan
Gentlemen:
We refer to the Addington Resources, Inc. Restated Stock
Option Plan (the "Plan"), pursuant to which Addington Resources,
Inc. (the "Company") may issue (i) up to 1,500,000 shares of the
Company's common stock (the "Common Stock"), including 500,000
shares of Common Stock (the "Shares") covered by the Registration
Statement on Form S-8 filed by the Company pursuant to the
Securities Act of 1993, as amended (the "Act"), to which this
opinion is an exhibit, and (ii) such indeterminate number of
additional Shares as may be issuable to avoid dilution upon the
occurrence of certain events specified in the Plan.
We have acted as counsel to the Company in connection with the
preparation of the Registration Statement. As such counsel, we
have examined originals, or copies certified to our satisfaction,
of the Plan, the Company's Certificate of Incorporation and Bylaws,
such agreements, documents, certificates and other statements of
government officials and corporate officers and representatives,
and other papers as we have deemed relevant and necessary as a
basis for our opinion. In such examination we have assumed the
genuineness of all documents submitted to us as originals and the
conformity with the original document of documents submitted to us
as copies. In addition, as to matters of fact only, we have relied
to the extent we deemed such reliance proper, upon certificates and
other written statements of public officials and corporate officers
of the Company.
Based upon and subject to the foregoing, we are of the opinion
that the Shares have been duly and validly authorized for issuance
upon exercise of the options under the Plan, and when the Shares
are issued, delivered and paid for, upon the exercise of options
granted pursuant to the Plan, they will be duly authorized, validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the above-mentioned Registration Statement.
Very truly yours,
BROWN, TODD & HEYBURN PLLC
By /s/ James A. Giesel
James A. Giesel, Member
EXHIBIT 23.2
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
reports dated March 1, 1995, included in Addington Resources,
Inc.'s Form 10-K for the year ended December 31, 1994, and to all
references to our firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Louisville, Kentucky
March 27, 1995
