UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GRAND SLAM TREASURES, INC.
(formerly Parks America!, Inc.)
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(Exact name of registrant as specified in its charter)
Nevada 91-139-5124
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
222 East State Street, Eagle, ID 83616
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(Address of Principal Executive Offices, including Zip Code)
2000 NON-QUALIFIED STOCK OPTION PLAN
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(Full title of the plan)
Larry L. Eastland
President
Grand Slam Treasurers, Inc.
222 East State Street
Eagle, ID 83616
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(Name and address of agent for service)
(208) 342-8888
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(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
----------------------------------------- ---------------- ---------- ------------ ------------
Proposed Proposed
maximum maximum
Title of each class Amount offering aggregate Amount of
of securities to be price offering registration
to be registered Registered(1) per unit price fee
------------------- ------------- -------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value per share,
underlying Non-qualified Stock Option
Plan (2) 2,371,344 $1.625 $3,853,434
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TOTAL 2,371,344 $1.625 $3,853,434 $1,017.30
========= ======= ========== =========
</TABLE>
(1) Pursuant to Rule 416, Grand Slam Treasurers, Inc. is also registering such
indeterminate number of shares of common stock that may be issuable upon
exercise of stock options by reason of stock splits, stock dividends or
similar transactions.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of $1.625 per share (the
average of the high and low prices of the Registrant's common stock as
reported on the OTC Bulletin Board of September 23, 2000) for the shares
reserved for issuance under the 2000 Non-Qualified Stock Option Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of the
Registration Statement on Form S-8 will be sent or given to participants in the
2000 Non-Qualified Stock Option Plan (the "Stock Plan") and holders of the
Non-Qualified Stock Option Agreements as specified under Rule 428(b)(i) under
the Securities Act of 1933, as amended (the "Securities Act"). In accordance
with Rule 428(a) under the Securities Act and the requirements of Part I of Form
S-8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. The Registrant shall maintain a file of such documents in
accordance with the provisions of Rule 428(a) under the Securities Act. Upon
request, the Registrant shall furnish to the Commission or its staff a copy or
copies of all documents included in such file.
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
(the "Commission") are incorporated by reference into this Registration
Statement and are made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 1999.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
referred to in Item 3(a) above, including, but not limited to, the
Company's quarterly reports on Form 10-QSB for the fiscal quarter ended
March 31, 2000.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Common Stock
General. The Company is authorized to issue 100,000,000 shares of Common
Stock, $.0001 par value per share.
The holders of the Common Stock are entitled to receive dividends when, as
and if declared by the Board of Directors, out of funds legally available
therefore. In the event of liquidation, dissolution or winding up of the
Company, the holders of the Common Stock are entitled to share ratably in all
assets remaining available for distribution to them after payment of liabilities
and after provision has been made for each class of stock, if any, having
preference over the Common Stock. The holders of the Common Stock as such have
no conversion, preemptive or other subscription rights and there are no
redemption provisions applicable to the Common Stock.
Voting Rights. The holders of the Common Stock are entitled to one vote for
each share held of record on all matters to be voted on by stockholders. There
is no cumulative voting with respect to the election of directors, with the
results that the holders of shares having more than fifty percent (50%) of the
votes for the election of directors can elect all of the directors.
<PAGE>
Dividend Policy. To date, the Company has not paid any dividends on its
Common Stock. The payment of dividends, if any, in the future is within the
discretion of the Board of Directors and will depend upon the Company's
earnings, its capital requirements and financial condition and other relevant
factors. The Board does not intend to declare any dividends in the foreseeable
future, but instead intends to retain all earnings, if any, for use in the
Company's business operations.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation, as amended, eliminate the personal
liability of directors to the Company or its stockholders for monetary damages
for breach of fiduciary duty to the extent permitted by Washington law. The
Company's Bylaws provide that the Company shall have the power to indemnify its
officers and directors to the extent permitted by the Revised Code of
Washington. The Revised Code of Washington authorize a corporation to indemnify
directors, officers, employees or agents of the corporation in non-derivative
suits if such party acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interest of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful, as determined in accordance with Washington law.
The provisions affecting personal liability do not abrogate a director's
fiduciary duty to the Company and its shareholders, but eliminate personal
liability for monetary damages for breach of that duty. The provisions do not,
however, eliminate or limit the liability of a director for failing to act in
good faith, for engaging in intentional misconduct or knowingly violating a law,
for authorizing the illegal payment of a dividend or repurchase of stock, for
obtaining an improper personal benefit, for breaching a director's duty of
loyalty, which is generally described as the duty not to engage in any
transaction which involves a conflict between the interest of the Company and
those of the director, or for violations of the federal securities laws.
The provisions regarding indemnification provide, in essence, that the
Company will indemnify its directors against expenses (including attorneys
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding arising out of the
director's status as a director of the Company, including actions brought by or
on behalf of the Company (shareholder derivative actions). The provisions do not
require a showing of good faith. Moreover, they do not provide indemnification
for liability arising out of willful misconduct, fraud, or dishonesty, for
"short-swing" profits violations under the federal securities laws, for the
receipt of illegal remuneration or if the director received a benefit in money,
property or services to which the director is not legally entitled. The
provisions also do not provide indemnification for any liability to the extent
such liability is covered by insurance.
The provisions also limit or indemnify against liability resulting from
grossly negligent decisions including grossly negligent business decisions
relating to attempts to change control of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
The restricted securities not acquired under a registration statement filed
under the Securities Act which are to be reoffered or resold pursuant to this
registration statement were originally issued by the Company either to Selling
Shareholders, who, at the time of issuance were officers or employees of the
Company, pursuant to the exemption from registration provided by Rule 701 under
the Securities Act of 1933, or to Selling Shareholders, who at the time of
issuance were officers or key employees of the Company, pursuant to the
exemptions from registration provided by Section 4(2) and/or Rule 506 of
Regulation D under the Securities Act. Each of the latter group of Selling
Shareholders had access to adequate information prior to his or acquisition of
stock as a result of a business relationship with the Company. In addition, at
the time of purchase, each such Selling Shareholder represented that he or she
was acquiring such securities for his own account for investment, without any
present intention of selling or further distributing the same.
<PAGE>
ITEM 8. EXHIBITS
Number Description of Document
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4.1* 2000 Non-Qualified Stock Option Plan
4.2* Resale Prospectus
5.1* Opinion of Vanderkam & Sanders
23.1* Consent of Vanderkam & Sanders (included in Exhibit 5.1)
23.2* Consent of Mark Bailey & Co. Ltd.
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* Filed herewith
(1) Incorporated by reference from Registrant's Registration Statement on Form
SB-2 (Exhibit 10.28) (Reg. No. 333-91717) as previously filed with the
Securities and Exchange Commission.
(2) Incorporated by reference from Registrant's Registration Statement on Form
SB-2 (Exhibits 10.7, 10.8 and 10.9) (Reg. No. 333-91717) as previously
filed with the Securities and Exchange Commission.
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;
(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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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, Form S-8 or Form
F-3, 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.
<PAGE>
(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 1934 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 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 Securities Act of 1933 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 of 1933 and will
be governed by the final adjudication of such issue.
<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 Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Eagle, State of Idaho, on October 6, 2000.
GRAND SLAM TREASURES, INC.
By: /s/ Larry L. Eastland
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Larry L. Eastland, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Larry Eastland, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any registration statement filed pursuant to Rule 462(b)
under the Securities Act of 1933 and any and all amendments (including
post-effective amendments) to this registration statement and to any
registration statement filed pursuant to Rule 462(b), and to file same, with all
exhibits thereto and, other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or either of them, or
their or his substitute or 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 by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Larry L. Eastland President, Chief Executive Officer October 27, 2000
----------------------- and Director
Larry L. Eastland
/s/ Bob Klosterman Secretary, Treasurer, Principal
----------------------- Financial Officer and Director October 27, 2000
Bob Klosterman
