As filed with the Securities and Exchange Commission on ,1997
Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
AMERICAN RESOURCES AND DEVELOPMENT COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Utah 87-0401400
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
102 West 500 South, Suite 318, Salt Lake City, Utah 84101
(Address of Principal Executive Offices) (Zip Code)
Legal Services Agreement with Parry Lawrence & Ward
(Full Title of the Plan)
Karl Badger
American Resources and Development Company
102 West 500 South, Suite 318
Salt Lake City, Utah 84101
(Name and Address of Agent for Service)
(801) 363-8961
(Telephone Number, Including Area Code, of Agent For Service)
COPIES TO:
Richard J. Lawrence, Esq.
Parry Lawrence & Ward
1270 Eagle Gate Tower
60 East South Temple
Salt Lake City, Utah 84111
(801) 521-3434
CALCULATION OF REGISTRATION FEE
Proposed
Title of Maximum Proposed
Securities Offering Maximum Amount of
to be Amount to be Price Per Aggregate Registration
Registered Registered Share(1) Offering Price Fee(1)
- ------------- ------------ ---------- -------------- -------------
Common Stock 17,000 shares $5.60 $95,200.00 $28.85
(1) Calculated based on Rule 457(h), based upon the average of the closing bid
and asked prices as of September 23, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference
in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1997; and
(b) All other reports filed by the Company pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 since March 31, 1997, including the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30,
1997.
(c) The description of the Company's Common Stock
contained in the Registration Statement on Form 10, Amendment
No. 4 filed with the Commission on February 5, 1992 under
Section 12 of the Securities Exchange Act of 1934, including
any amendment or report filed for the purpose of updating such
description.
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 to this Registration Statement which
indicates that all securities offered hereby have been sold,
or which deregisters all securities then remaining unsold
under this Registration Statement, shall be deemed to be
incorporated by reference in this Registration Statement and
to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The general effect of the Utah statutes under which
any controlling person, director or officer of the Company is
insured or indemnified in any manner against liability in
which he may incur in his capacity as such is as follows:
Section 16-10a-901 Utah Revised Business Corporation Act
The Company may indemnify officer, director, agents,
and employees against a legal proceeding, threatened, pending
, or completed, if he or she acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed
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to, the best interests of the Company and with respect to any
criminal action, had no reasonable cause to believe his or her
conduct was unlawful. In a suit by or in the right of the
Company, no indemnification shall be made for any claim where
a person shall have been adjudged negligent or for actions
constituting misconduct. The Board or shareholders shall
determine if the person has met the applicable standard of
conduct. No negligence standard is applicable to legal
proceedings not brought by or in the right of the Company. The
Company may purchase liability insurance for officers and
directors acting in said capacities, regardless of the above
provisions.
The general effect of the Bylaws 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 is as follows:
Article VIII of the Bylaws
An officer or director shall not be personally liable
for obligations arising out of any acts or conduct as an
officer or director. The Company indemnifies the officer or
director for acts other than negligence or willful misconduct,
taken as an officer or director.
The Company may purchase directors and officers
liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Exhibit
4.1 Articles of Incorporation, as amended (filed as an exhibit to the
Company's Registration Statement on Form 10, and incorporated
herein by reference)
4.2 Bylaws (filed as an exhibit to the Company's Registration Statement
on Form 10, and incorporated herein by reference)
4.3 Legal Services Agreement with Parry Lawrence & Ward dated August
25, 1997
5.1 Opinion of Parry Lawrence & Ward
23.1 Consent of Jones, Jensen & Company
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8 and 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
Commission by the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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 of 1933,
each filing of the Registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) 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 liabilities arising under
the Securities Act of 1933 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 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 for indemnification against
such liabilities (other than the payment by the Registrant of expenses
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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 Act and will be governed by the final
adjudication of such issue.
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 Salt Lake City, State of Utah, on September 29, 1997.
AMERICAN RESOURCES AND DEVELOPMENT
COMPANY
By: /s/ Karl Badger
--------------------------
Karl Badger, President
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 dates indicated.
September 29, 1997 /s/Karl Badger
- ------------------- -----------------------------------
Date Karl Badger
President, (Principal Executive
Officer) and Director
September 29, 1997 /s/Tim Papenfuss
- ------------------ -----------------------------------
Date Tim Papenfuss
Secretary/Treasurer (Chief Financial
Officer and Chief Accounting
Officer) and Director
5
Mr. Karl F. Badger
August 25, 1997
Page 1
August 25, 1997
Mr. Karl F. Badger, President
American Resources and Development Company
102 West 500 South, Suite 400
Salt Lake City, UT 84101
Dear Karl:
On February 13, 1997 American Resources and Development
Company (hereinafter the "Company") entered into a legal services agreement
whereby I agreed to provide certain legal services to the Company and the
Company agreed to pay for such services. This Agreement shall supersede the
prior agreement.
You, on behalf of the Company have asked me to represent the
Company in: 1) compliance with its reporting obligations under the Securities
Exchange Act of 1934; 2) general corporate matters; 3) review of past SEC
filings; and 4) other future legal needs of the Company. I am writing to set
forth the terms of such representation and to have you confirm that the Company
does, in fact, desire such representation on the terms set forth herein.
To assist in proper and efficient representation, you agree to
make available to me as needed, the Company's records, officers and employees
and to keep me informed of all relevant developments. You acknowledge that as a
part of my professional responsibility, I may discuss Company matters with any
member of the Company's Board of Directors. I will have overall responsibility
for all the Company's legal matters performed by the firm. Other lawyers at the
firm, will render assistance on various legal matters.
Our fees will be primarily based on the amount of time that I,
and those associated with me, spend on legal matters, including time spent
travelling on Company matters. For 1997, our hourly rates will range from
$205.00 per hour to $60.00 per hour, depending on the rate of the person
providing services. These rates are reviewed at the end of each year, and are
subject to change. In addition to the amount of time spent on a matter, the fees
charged the Company may be increased based upon such factors as the difficulty
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Mr. Karl F. Badger
August 25, 1997
Page 2
of the questions involved, the nature of and amount of the transaction, the
result obtained and the time limitations imposed by the Company or by the
circumstances.
We will submit a statement of our fees, and any expenses, each
month. Any outstanding balance owing to the firm for longer than thirty days
will be charged interest at the rate of 1.5% (18% per annum).
In addition to our fees, our bill will include expenses and
costs normally associated with representations of this kind. For example, your
bill may include charges for travel expenses, long distance telephone calls,
courier services, photocopying, telecopying, postage and shipping, staff
overtime, major supply items, computer research services, filing and recording
fees, and other out-of-pocket expenses incurred on the Company's behalf. Travel
expenses, if necessary, will be first class.
Upon the execution of this Agreement and upon the
effectiveness of a Form S-8 registration statement with the Securities and
Exchange Commission, the Company will issue me 17,000 shares of common stock, to
be used first for outstanding fees and expenses and the balance as an earned
retainer for fees and expenses to be incurred in the future. The retainer shall
be earned upon receipt and nonrefundable, provided that I shall be obligated to
provide the Company with legal services with a value equal to the proceeds of
the retainer.
If you wish to have me represent the Company on the terms set
forth above, please confirm by signing your name in the space provided below and
return a copy to me by fax and by mail. Please reply as soon as possible.
If you have any questions, please call me.
Very truly yours,
/s/ Richard Lawrence
Richard Lawrence
RL:smm
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Mr. Karl F. Badger
August 25, 1997
Page 3
I, on behalf of American Resources and Development Company
hereby request the representation described in the above letter to me dated
August 25, 1997, and agree to the terms stated therein:
DATED: August 25, 1997
AMERICAN RESOURCES AND
DEVELOPMENT COMPANY
By: /s/ Karl F. Badger
-------------------------
Karl F. Badger
President
September 29, 1997
American Resources and Development Company
102 West 500 South, Suite 400
Salt Lake City, Utah 84101
Gentlemen:
We furnish this opinion to be filed as Exhibit 5 to the
Registration Statement on Form S-8 (the "Registration Statement") of American
Resources and Development Company (the "Company") to be filed with the
Securities and Exchange Commission. The Registration Statement relates to the
proposed issuance by the Company of 17,000 shares of common stock, $0.001 par
value (the "Shares").
We are familiar with the proceedings taken by the Company in
connection with the Registration Statement and the proposed issuance.
We are members of the Bar of the State of Utah and we express
no opinion as to the laws of any jurisdiction other than the laws of the State
of Utah and the federal laws of the United States of America.
Upon the basis of the foregoing and such investigations as we
have deemed necessary in connection with this opinion and, assuming that the
Registration Statement becomes and remains effective and that applicable state
securities laws are complied with, we are of the opinion that, upon the sale of
the Shares in the manner contemplated in the Registration Statement, the Shares
will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Parry Lawrence & Ward
PARRY LAWRENCE & WARD
RJL:SMM
CONSENT OF INDEPENDENT ACCOUNTANTS
American Resources and Development Company
We hereby consent to the incorporation by reference on the Registration
Statement on Form S-8 of our report dated June 19, 1997, on the financial
statements of American Resources and Development Company (formerly Leasing
Technology Incorporated)(the "Company") for the year ended March 31, 1997,
included in the Form 10-K of the Company for the fiscal year ended March 31,
1997.
Jones, Jensen & Company
/s/ Jones, Jensen & Company
Salt Lake City, Utah
September 8, 1997
