As filed with the Securities and Exchange Commission on July 20, 2000
File No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GOLDEN EAGLE INTERNATIONAL, INC.
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(Exact name of Registrant as specified in charter)
Colorado 84-1116515
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization ) Identification No.)
Terry C. Turner, President
12401 South 450 East, 12401 South 450 East,
Building D2, Suite A Building D2, Suite A
Salt Lake City, Utah 84020 Salt Lake City, Utah 84020
(801) 619-9320 (801) 619-9320
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(Address, including zip code and (Name, address, including zip code and
telephone number, including area telephone number, including area
code, of registrant's principal code, of agent for service)
executive offices)
Golden Eagle International, Inc. 2000 Employee and Consultant Stock
Compensation Plan
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(Full Titles of Plans)
It is requested that copies of all correspondence be sent to:
Herrick K. Lidstone, Jr., Esq.
Norton * Lidstone, P.C.
5445 DTC Parkway, Suite 850
Englewood, Colorado 80111
Telephone Number (303) 221-5552
Facsimile Number (303) 221-5553
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CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
Proposed Proposed
Maximum Maximum
Aggregate Aggregate Amount of
Title Of Securities Amount Price Per Offering Registration
To Be Registered Be Registered Share Price Fee
_____________________________________________________________________________
Common 20,000,000 $0.09 $1,800,000 $476
_____________________________________________________________________________
Total 20,000,000 $0.09 $1,800,000 $476 (1)
_____________________________________________________________________________
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h). This number reflects the closing price on July 12,
2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Golden Eagle International, Inc. (the "Registrant") hereby incorporates
by reference into this registration statement the following documents and
information heretofore filed with the Securities and Exchange Commission (the
"Commission"):
(a) The Registrant's Annual Report on Form 10-KSB for the Fiscal
Year Ended December 31, 1999;
(b) The Registrant's Quarterly Report on Form 10-QSB for the Fiscal
Period Ended March 31, 1999, as amended;
(c) The Registrant's Current Reports on Form 8-K reporting events
of January 3, 2000, March 8, 2000, March 9, 2000, May 22, 2000,
and June 1, 2000; and
(d) The Registrant's description of its common stock (the "Common
Stock") contained in the Registrant's registration statement on
Form 10-SB as filed with the Commission registering its Common
Stock; as subsequently amended by its Form 8-A12G/A filed on
June 22, 2000.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and will be deemed to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 7-109-102 of the Colorado Revised Statutes and the Registrant's
Articles of Incorporation, under certain circumstances provide for the
indemnification of the Registrant's officers, directors and controlling
persons against liabilities which they may incur in such capacities. A
summarization of the circumstances in which such indemnification is provided
for is contained herein, but that description is qualified in its entirety by
reference to the Registrant's Articles of Incorporation and the relevant
Section of the Colorado Revised Statutes.
In general, the statute provides that any director may be indemnified
against liabilities (including the obligation to pay a judgment, settlement,
penalty, fine or expense), incurred in a proceeding (including any civil,
criminal or investigative proceeding) to which the director was a party by
reason of such status. Such indemnity may be provided if the director's
actions resulting in the liabilities: (i) were taken in good faith; (ii) were
reasonably believed to have been in the
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Registrant's best interest with respect to actions taken in the director's
official capacity; (iii) were reasonably believed not to be opposed to the
Registrant's best interest with respect to other actions; and (iv) with
respect to any criminal action, the director had no reasonable grounds to
believe the actions were unlawful. Unless the director is successful upon the
merits in such an action, indemnification may generally be awarded only after
a determination of independent members of the Board of Directors or a
committee thereof, by independent legal counsel or by vote of the shareholders
that the applicable standard of conduct was met by the director to be
indemnified.
The statutory provisions further provide that unless limited by a
corporation's articles of incorporation, a director or officer who is wholly
successful, on the merits or otherwise, in defense of any proceeding to which
he as a party, is entitled to receive indemnification against reasonable
expenses, including attorneys' fees, incurred in connection with the
proceeding. In addition, a corporation may indemnify or advance expenses to an
officer, employee or agent who is not a director to a greater extent than
permitted for indemnification of directors, if consistent with law and if
provided for by its restated articles of incorporation, bylaws, resolution of
its shareholders or directors or in a contract. The provision of
indemnification to persons other than directors is subject to such limitations
as may be imposed on general public policy grounds.
In addition to the foregoing, unless hereafter limited by the
Registrant's articles of incorporation, a court, upon petition by an officer
or director, may order the Registrant to indemnify such officer or director
against liabilities arising in connection with any proceeding. A court may
order the Registrant to provide such indemnification, whether or not the
applicable standard of conduct described above was met by the officer or
director. To order such indemnification the court must determine that the
petitioner is fairly and reasonably entitled to such indemnification in light
of the circumstances. With respect to liabilities arising as a result of
proceedings on behalf of the Registrant, a court may only require that a
petitioner be indemnified as to the reasonable expenses incurred.
Indemnification in connection with a proceeding by or in the right of the
Registrant in which the director is successful is permitted only with respect
to reasonable expenses incurred in connection with the defense. In such
actions, the person to be indemnified must have acted in good faith, in a
manner believed to have been in the Registrant's best interest and must not
have been adjudged liable for negligence or misconduct. Indemnification is
otherwise prohibited in connection with a proceeding brought on behalf of the
Registrant in which a director is adjudged liable to the Registrant, or in
connection with any proceeding charging improper personal benefit to the
director in which the director is adjudged liable for receipt of an improper
personal benefit.
Colorado law authorizes the Registrant to reimburse or pay reasonable
expenses incurred by a director, officer, employee or agent in connection with
a proceeding, in advance of a final disposition of the matter. Such advances
of expenses are permitted if the person furnishes to the Registrant a written
statement of his belief that he met the applicable standard of conduct
required to permit such indemnification. The person seeking such expense
advances must also provide the Registrant with a written agreement to repay
such advances if it is determined the applicable standard of conduct was not
met. A determination must also be made that the facts known to the Registrant
would not preclude indemnification.
The statutory section cited above further specifies that any provisions
for indemnification of or advances for expenses to directors which may be
contained in the Registrant's restated articles of incorporation, Bylaws,
resolutions of its shareholders or directors, or in a contract (except for
insurance policies) shall be valid only to the extent such provisions are
consistent with the Colorado statutes and any limitations upon indemnification
set forth in the restated articles of incorporation.
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The statutory provision cited above also grants the power to the
Registrant to purchase and maintain insurance policies which protect any
director, officer, employee, fiduciary or agent against any liability asserted
against or incurred by them in such capacity arising out of his status as
such. Such policies may provide for indemnification whether or not the
corporation would otherwise have the power to provide for it. No such policies
providing protection against liabilities imposed under the securities laws
have been obtained by the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Number Description
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5.1 Opinion and Consent of Norton * Lidstone, P.C.
23.1 Consent of Norton * Lidstone, P.C. (Included in Exhibit 5.1)
23.2 Consent of Oatley and Hansen, C.P.A.'s
24.1 Power of Attorney. (Included on Signature Page)
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
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;
(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; and
(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.
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.
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 Registrant's
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restated articles of incorporation, 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
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 Salt Lake City, Salt Lake County, State of Utah,
on July 20, 2000.
GOLDEN EAGLE INTERNATIONAL, INC.
By /s/ Terry C. Turner
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Terry C. Turner, 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.
Signatures Title Date
----------- ------------------ -----------
/s/ Terry C. Turner Director, Principal July 20, 2000
Terry C. Turner, Ph.D. Executive Officer,
President
/s/ Jennifer T. Evans Principal July 20, 2000
Jennifer T. Evans Financial Officer,
Secretary
/s/ Ronald L. Atwood Director July 20, 2000
Ronald L Atwood, Ph.D.
/s/ Max Staheli Director July 20, 2000
Max Staheli
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