FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
YAAK RIVER RESOURCES, INC.
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(Exact name of registrant as specified in its charter)
Colorado 84-1097796
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(State of incorporation or organization) (I.R.S. Employer Identification No.
2501 East Third Street, Casper, Wyoming 82609
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
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____________________________________ ____________________________________
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If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instructions A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.0001 per share
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(Title of Class)
Class A Common Stock Purchase Warrants
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(Title of Class)
Class B Common Stock Purchase Warrants
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(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The information required pursuant to this item is incorporated by
reference to the Registrant's Registration Statement No. 33-28106, previously
filed on Form S-18 and effective July 21, 1989.
Item 2. Exhibits.
The exhibits listed below are filed as part of this Registration
Statement:
(a) Articles of Incorporation, incorporated by reference to
Registration Statement No. 33-28106, effective July 21, 1989.
(b) Amendment to Articles of Incorporation, incorporated by reference
to the Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1992.
(c) Bylaws, incorporated by reference to Registration Statement
No. 33-28106, effective July 21, 1989.
(d) Specimen Stock Certificate.
(e) Specimen Class A Warrant Certificate.
(f) Specimen Class B Warrant Certificate.
(g) Unit Warrant Agreement, incorporated by reference to Registration
Statement No. 33-28106, effective July 21, 1989.
(h) Rights of Stockholders (included in (a), (b), (d), (e), (f), and
(g) above).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
Date: April 28, 2000 YAAK RIVER RESOURCES, INC.
By: /s/ Donald J. Smith
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Donald J. Smith, President
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EXHIBIT D SPECIMEN STOCK CERTIFICATE
INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO
CERTIFICATE NO. NO. SHARES
- --------------- -----------
393 ***300,000*
YAAK RIVER RESOURCES, INC.
000015 CUSIP 984262 10 5
THIS CERTIFIES THAT
is the owner of *************************THREE HUNDRED THOUSAND
Fully Paid and Non-Assessable Shares of A Common Stock, ($.0001 par value) of
YAAK RIVER RESOURCES, INC.
transferable only on the books of the Company by the holder hereof in person
or duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate and the shares represented hereby are issued
and shall be held subject to all the provisions of the Articles of
Incorporation, to all of which the holder, by acceptance hereby assents.
IN WITNESS WHEREOF, the Company has caused this Certificate to be signed in
facsimile by its duly authorized officers and the facsimile seal of the
Company to be duly affixed hereto.
This certificate is not valid unless duly countersigned by the Transfer
Agent and Registrar.
Dated: NOVEMBER 21ST 1995
s/Adolph Lee Amundson
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Adolph Lee Amundson, Secretary
s/William Ernest Simmons
---------------------------------
William Ernest Simmons, President
Countersigned and Registered:
s/Lori Allred
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Lori Allred, Transfer Agent - Authorized Signature
YAAK RIVER RESOURCES INC. CORPORATE SEAL
<PAGE>
EXHIBIT E SPECIMEN CLASS A WARRANT CERTIFICATE
YAAK RIVER RESOURCES, INC.
Incorporated under the Laws of the State of Colorado
WARRANT NUMBER "A" COMMON STOCK
A - Purchase Warrant
YWA198 ***300,000*
CERTIFICATE FOR COMMON STOCK PURCHASE WARRANTS
CUSIP 984262 11 3
YAAK RIVER RESOURCES, INC.
THIS IS TO CERTIFY that, for value received,
000058
****************************THREE HUNDRED THOUSAND
or registered assigns ("Warrant Holder"), is the registered owner of the
above indicated number of "A" Warrants expiring on July 21, 1993 ("Expiration
Date"). One (1) "A" Warrant entitles the Warrant Holder to purchase one share
of Series A common stock, $.0001 par value ("Share"), from Yaak River
Resources, Inc., a Colorado corporation ("Company"), at a purchase price of
$.05 per share ("Exercise Price"), commencing on July 21, 1989, an terminating
on the Expiration Date ("Exercise Period"), upon surrender of this "A" Warrant
Certificate with the exercise form hereon duty completed and executed with
payment of the Exercise Price at the office of National Transfer and Register
Corp. (Warrant Agent"), subject to the conditions set forth herein and in a
Warrant Agreement dated as of November 27, 1989 ("Warrant Agreement"), between
the Company and the Warrant Agent. The Exercise Price, the number of shares
purchasable upon exercise of each "A" Warrant, the number of "A" Warrants
outstanding and the Expiration Date are subject to adjustments upon the
occurrence of certain events. The Warrant Holder may exercise all or any
number of "A" Warrants. Reference hereby is made to the provisions on the
reverse side of this "A" Warrant Certificate to the provisions of the Warrant
Agreement, all of which are incorporated by reference in and made a part of
this "A" Warrant Certificate and shall for any purposes have the same effect
as though fully set forth at this place.
Upon due presentment for transfer of this "A" Warrant Certificate at
the office of the Warrant Agent a new "A" Warrant Certificate or "A" Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
"A" Warrants, subject to any adjustment made in accordance with the provisions
of the Warrant Agreement, shall be issued to the transferee in exchange for
this "A" Warrant Certificate, subject to due limitations provided in the
Warrant Agreement, upon payment of transfer fees and any tax or governmental
charge imposed in connection with such transfer.
The Warrant Holder of the "A" Warrants evidenced by this "A" Warrant
Certificate may exercise all or any whole number of such "A" Warrants during
the period and in the manner stated hereon. The Exercise Price shall be
payable in lawful money of the United States of America and in cash or by
check or by certified check or by bank draft payable to the order of the
Company. If upon exercise of any "A" Warrants evidenced by this "A" Warrant
Certificate the number of "A" Warrants exercised shall be less than the
total number of "A" Warrants so evidenced, there shall be issued to the
Warrant Holder a new "A" Warrant Certificate evidencing the number of "A"
Warrants not so exercised.
Subject to the following paragraph, no "A" Warrant may be exercised
after 5:00 P.M. Denver time on the Expiration Date and any "A" Warrant
not exercised by such time shall become void, unless extended by the
Company.
Commencing three months from the date of the Company's prospectus, the
Company shall have the right to call the "A" Warrants for redemption, at
any time thereafter, upon 14 days' written notice, at a price of $.05 per
"A" Warrant. During the 14 day period immediately following the giving of
such notice, the Warrant Holders shall have the right to exercise the "A"
Warrants so held by them. Upon expiration of such 14 day period, the Warrant
Holders shall have no right to exercise the "A" Warrants so held by them.
Upon expiration of such 14 day period, all rights of the Warrant Holders shall
terminate, other than the rights to receive the redemption price of $.05 per
"A" Warrant therefor, without interest, and the right to receive the
redemption price of $.05 per "A" Warrant shall itself expire two years
thereafter, or any extension of the expiration date.
The Company's right to call the Warrants and the Warrant Holder's right
to exercise the Warrant is subject to a current Registration Statement being
filed with the Securities and Exchange Commission.
This "A" Warrant Certificate shall not be valid unless countersigned by
the Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this "A" Warrant to be signed by
the President and by its Secretary, each by a facsimile of his signature, and
has caused a facsimile of its corporate seal to be imprinted hereon.
DATED: NOVEMBER 21ST 1995 YAAK RIVER RESOURCES, INC.
YAAK RIVER RESOURCES INC. CORPORATE SEAL
s/Adolph Lee Amundson
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Adolph Lee Am , Secretary
s/William Ernest Simmons
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William Ernest Simmons, President
Countersigned and Registered:
s/Lori Allred
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Lori Allred, Transfer Agent - Authorized Signature
<PAGE>
EXHIBIT F SPECIMEN CLASS B WARRANT CERTIFICATE
YAAK RIVER RESOURCES, INC.
Incorporated under the Laws of the State of Colorado
WARRANT NUMBER "A" COMMON STOCK
B - Purchase Warrant
YWB197 ***300,000*
CERTIFICATE FOR COMMON STOCK PURCHASE WARRANTS
CUSIP 984262 12 1
YAAK RIVER RESOURCES, INC.
THIS IS TO CERTIFY that, for value received,
000057
****************************THREE HUNDRED THOUSAND
or registered assigns ("Warrant Holder"), is the registered owner of the
above indicated number of "B" Warrants expiring on July 21, 1993 ("Expiration
Date"). One (1) "B" Warrant entitles the Warrant Holder to purchase one share
of Series A common stock, $.0001 par value ("Share"), from Yaak River
Resources, Inc., a Colorado corporation ("Company"), at a purchase price of
$.10 per share ("Exercise Price"), commencing on July 21, 1989, an terminating
on the Expiration Date ("Exercise Period"), upon surrender of this "B" Warrant
Certificate with the exercise form hereon duty completed and executed with
payment of the Exercise Price at the office of National Transfer and Register
Corp. (Warrant Agent"), subject to the conditions set forth herein and in a
Warrant Agreement dated as of November 27, 1989 ("Warrant Agreement"), between
the Company and the Warrant Agent. The Exercise Price, the number of shares
purchasable upon exercise of each "B" Warrant, the number of "B" Warrants
outstanding and the Expiration Date are subject to adjustments upon the
occurrence of certain events. The Warrant Holder may exercise all or any
number of "B" Warrants. Reference hereby is made to the provisions on the
reverse side of this "B" Warrant Certificate to the provisions of the Warrant
Agreement, all of which are incorporated by reference in and made a part of
this "B" Warrant Certificate and shall for any purposes have the same effect
as though fully set forth at this place.
Upon due presentment for transfer of this "B" Warrant Certificate at
the office of the Warrant Agent a new "B" Warrant Certificate or "B" Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
"B" Warrants, subject to any adjustment made in accordance with the provisions
of the Warrant Agreement, shall be issued to the transferee in exchange for
this "B" Warrant Certificate, subject to due limitations provided in the
Warrant Agreement, upon payment of transfer fees and any tax or governmental
charge imposed in connection with such transfer.
The Warrant Holder of the "B" Warrants evidenced by this "B" Warrant
Certificate may exercise all or any whole number of such "B" Warrants during
the period and in the manner stated hereon. The Exercise Price shall be
payable in lawful money of the United States of America and in cash or by
check or by certified check or by bank draft payable to the order of the
Company. If upon exercise of any "B" Warrants evidenced by this "B" Warrant
Certificate the number of "B" Warrants exercised shall be less than the
total number of "B" Warrants so evidenced, there shall be issued to the
Warrant Holder a new "B" Warrant Certificate evidencing the number of "B"
Warrants not so exercised.
Subject to the following paragraph, no "B" Warrant may be exercised
after 5:00 P.M. Denver time on the Expiration Date and any "B" Warrant
not exercised by such time shall become void, unless extended by the
Company.
Commencing three months from the date of the Company's prospectus, the
Company shall have the right to call the "B" Warrants for redemption, at
any time thereafter, upon 14 days' written notice, at a price of $.10 per
"B" Warrant. During the 14 day period immediately following the giving of
such notice, the Warrant Holders shall have the right to exercise the "B"
Warrants so held by them. Upon expiration of such 14 day period, the Warrant
Holders shall have no right to exercise the "B" Warrants so held by them.
Upon expiration of such 14 day period, all rights of the Warrant Holders shall
terminate, other than the rights to receive the redemption price of $.10 per
"B" Warrant therefor, without interest, and the right to receive the
redemption price of $.10 per "B" Warrant shall itself expire two years
thereafter, or any extension of the expiration date.
The Company's right to call the Warrants and the Warrant Holder's right
to exercise the Warrant is subject to a current Registration Statement being
filed with the Securities and Exchange Commission.
This "B" Warrant Certificate shall not be valid unless countersigned by
the Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this "B" Warrant to be signed
by the President and by its Secretary, each by a facsimile of his signature,
and has caused a facsimile of its corporate seal to be imprinted hereon.
DATED: NOVEMBER 21ST 1995 YAAK RIVER RESOURCES, INC.
YAAK RIVER RESOURCES INC. CORPORATE SEAL
s/Adolph Lee Amundson
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Adolph Lee Amundson, Secretary
s/William Ernest Simmons
---------------------------------
William Ernest Simmons, President
Countersigned and Registered:
s/Lori Allred
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Lori Allred, Transfer Agent - Authorized Signature
