As filed with the Securities and Exchange Commission on June 26, 1998
File No. Commission file number: 0-20033
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERIRESOURCE TECHNOLOGIES, INC
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(Exact name of registrant as specified in its charter)
Delaware 87-0550824
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(State or Other Jurisdiction of (Employer Identification Number)
Incorporation or Organization),
P.O. Box 14748 Shawnee Mission, Kansas 66285-4748
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(Address of Principal Executive Offices)
1998 Stock Option Plan of AmeriResource Technologies, Inc.
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(Full Title of the Plan)
Delmar Janovec, P.O. Box 14748 Shawnee Mission, Kansas 66285-4748
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(Name, Address, Including Zip Code, of Agent for Service)
913-859-9292
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Telephone number, including area code, of agent for service
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Securities to be Amount to Proposed Maximum Proposed Maximum Aggregate Amount of
Registered be Registered Offering Price Per Share(1) Offering Price Registration Fee
- ------------------------- --------------- ----------------------------- ---------------------------- ------------------
Common Stock,
par value $0.0001 80,000,000 $0.024 $1,920,000 $582.00
<FN>
(1) Bona Fide estimate of maximum offering price solely for calculating the registration fee pursuant to Rule 457(h) of the
Securities Act of 1933, based on the average bid and asked price of the registrant's common stock as of June 24, 1998, a date
within five business days prior to the date of filing of this registration statement. In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the Plan described herein.
</FN>
</TABLE>
<PAGE>
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Cross-Reference Sheet Pursuant to Rule 404(a) under the Securities Act of
1933 Cross-reference between items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee, consultant, or director who
participates in the Plan. Registration Statement Item Numbers and Headings
Prospectus Heading
Item 1. Plan Information
Section 10(a) Prospectus
Item 2. Registrant Information and Section 10(a) Prospectus
Employee Plan Annual Information
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by AmeriResource Technologies, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997.
2. All reports filed by the Company with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended December 31, 1997.
3. The description and specimen certificate of the Company's common stock, par
value $0.0001 ("Common Stock"), contained in the Company's registration
statement under the Exchange Act, including any amendment or report filed
for the purpose of updating such description.
Prior to the filing, if any, of a post-effective amendment that indicates
that all securities covered by this Form S-8 have been sold or that de-registers
all such securities then remaining unsold, all reports and other documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, or
15(d) of the 1934 Act 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.
The Common Stock being registered pursuant to this registration statement
is part of a class of securities registered under Section 12 of the Exchange
Act. A description of such securities is contained in the Company's registration
statement under the Exchange Act, and is incorporated herein by reference.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws and certain sections of Delaware General Corporation
Law allow for the indemnification of the Company's officers and directors in
certain situations where liability would otherwise personally attach to such
officers and directors.
Item 7. Exemption from Registration Claimed.
No restricted securities are being re-offered or resold pursuant to this
registration statement.
Item 8. Exhibits.
The exhibits are attached to this Form S-8 are listed in the Exhibit Index,
which is found on page 5.
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 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) To treat, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment as 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.
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
<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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lenexa, State of Kansas, on June 25, 1998.
AMERIRESOURCE TECHNOLOGIES, INC.
By /s/ Delmar Janovec
Delmar Janovec, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Delmar Janovec, with power of substitution, as
his attorney-in-fact for him, in all capacities, to sign any amendments to this
registration statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact or his
substitutes may do or cause to be done by virtue hereof. Pursuant to the
requirements of the Securities Act of 1933, this Form S-8 has been signed by the
following persons in the capacities and on the date indicated.
Signature, Title, Date
/s/ Delmar Janovec
Delmar Janovec, President and Director, June 25, 1998
/s/ Rod Clawson
Rod Clawson, Vice-president and Director, June 25, 1998,
<PAGE>
INDEX TO EXHIBITS
Exhibit No. SEC Ref. No. Description of Exhibit
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A 4 1998 Stock Option Plan of the Company
B 5 Opinion and consent of counsel with
respect to the availability of Form
S-8
C 23 Consent of accountant
Exhibit A
THE 1998 STOCK OPTION PLAN OF AMERIRESOURCE TECHNOLOGIES, INC.
AmeriResource Technologies, Inc., a Delaware corporation (the "Company"),
hereby adopts the 1998 Stock Option Plan of AmeriResource Technologies, Inc.
(this "Plan"), this 24th day of June 1998. Under this Plan, the Company may
grant options to acquire (the "Options") shares of its common stock, par value
$0.0001 (the "Stock"), from time to time to employees of the Company or its
subsidiaries, all on the terms and conditions set forth herein. In addition, at
the discretion of the Board of Directors, options to acquire stock of the
Company may from time to time be granted under this Plan to other individuals,
including consultants or advisors, who contribute to the success of the Company
or its subsidiaries and are not employees of the Company or its subsidiaries,
provided that bona fide services shall be rendered by consultants and advisors
and such services shall not be in connection with the offer or sale of
securities in a capital-raising transaction.
1. Purpose of this Plan. This Plan is intended to aid the Company in maintaining
and developing a management team, and in attracting new personnel as needed and
to provide such personnel with an incentive to remain employees of the Company,
to use their best efforts to promote the success of the Company's business, and
to provide them with an opportunity to obtain or increase a proprietary interest
in the Company. It is also designed to permit the Company to reward those
individuals who are not employees of the Company but who management perceives to
have contributed to the success of the Company or who are important to the
continued business and operations of the Company. The above goals will be
achieved through the granting of Options.
2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of governing law, the Board may delegate administration of
this Plan or specific administrative duties with respect to this Plan on such
terms and to such committees of the Board as it deems proper (hereinafter the
Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. Any Option approved by a majority
vote of those Plan Administrators attending a duly and properly held meeting
shall be valid. Any Option approved by the Plan Administrators shall be approved
as specified by the Board at the time of delegation.
3. Shares of Stock Subject to this Plan. A total of eighty million (80,000,000)
shares of Stock may be subject to, or issued pursuant to, Options granted under
this Plan. If any right to acquire Stock granted under this Plan is exercised by
the delivery of shares of Stock or the relinquishment of rights to shares of
Stock, only the net shares of Stock issued (the shares of stock issued less the
shares of Stock surrendered) shall count against the total number of shares
reserved for issuance under the terms of this Plan.
4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.
5. Eligibility. The Plan Administrators may grant Options to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Options shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.
<PAGE>
6. Term of Options and Certain Limitations on Right to Exercise.
a. Each Option shall have its term established by the Plan Administrators
at the time the Option is granted but in no event may such term exceed one
(1) year.
b. The term of the Option, once it is granted, may be reduced only as
provided for in this Plan and under the express written provisions of the
Option.
c. Unless otherwise specifically provided by the written provisions of the
Option or required by applicable disclosure or other legal requirements
promulgated by the Securities and Exchange Commission ("SEC"), no
participant of this Plan or his or her legal representative, legatee, or
distributee will be, or shall be deemed to be, a holder of any shares
subject to an Option unless and until such participant exercises his or her
right to acquire all or a portion of the Stock subject to the Option and
delivers the required consideration to the Company in accordance with the
terms of this Plan and the Option and then only as to the number of shares
of Stock validly acquired. Except as specifically provided in this Plan or
as otherwise specifically provided by the written provisions of the Option,
no adjustment to the exercise price or the number of shares of Stock
subject to the Option shall be made for dividends or other rights for which
the record date is prior to the date on which the Stock subject to the
Option is acquired by the holder.
d. Options shall vest and become exercisable at such time or times and on
such terms as the Plan Administrators may determine at the time Options are
granted, but in no event longer than one (1) year after such grant.
e. Options may contain such other provisions, including further lawful
restrictions on the vesting and exercise of the Options as the Plan
Administrators may deem advisable.
f. In no event may an Option be exercised after the expiration of its term.
g. Options shall be non-transferable, except by the laws of descent and
distribution.
7. Exercise Price. The exercise price, if applicable, payable to the Company for
shares to be obtained pursuant to Options shall be established by the Board at
the time Options are granted.
8. Payment of Exercise Price. The exercise of any Option shall be contingent on
receipt by the Company of the exercise price paid in either cash, certified or
personal check payable to the Company.
9. Withholding. If the grant or exercise of an Option is subject to withholding
or other trust fund payment requirements of the Internal Revenue Code of 1986,
as amended (the "Code"), or applicable state or local laws, the Company may
initially pay the Optionee's liability and be reimbursed by Optionee no later
than six months after such liability arises and as a condition of accepting
Options hereunder, all Optionees hereby agree to such reimbursement terms.
10. Dilution or Other Adjustment. The shares of Common Stock subject to this
Plan and the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Common Stock or a change in
the number of issued and outstanding shares of Common Stock as a result of a
stock split, consolidation, or other recapitalization. The Company, in its
discretion, may adjust the Options, issue replacements, or declare Options void.
11. Options to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Options
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Options made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.
<PAGE>
12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in its
sole discretion, that it is necessary or desirable to list, register, or qualify
the shares covered thereby on any securities exchange or under any state or
federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.
13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the eighty-millionth share is issued hereunder.
14. Amendment of this Plan. This Plan may not be amended more than once during
any six-month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect; provided, however, that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable provisions of the
Code governing incentive stock options as they may be amended from time to time,
such amendment or modification shall also be approved by the shareholders of the
Company.
ATTEST:
/s/ Delmar Janovec
Delmar Janovec, President
Exhibit B
Kevin S. Woltjen
Attorney at Law
(Admitted in Illinois Only)
900 Jackson Street - Suite 600
Dallas, Texas 75202
Telephone: 214-712-5673
Facsimile: 214-712-5674
June 26, 1998
Board of Directors
AmeriResource Technologies Incorporated
P.O. Box 14748
Shawnee Mission, KS 66285-4748
To the Board of Directors of AmeriResource Technologies Incorporated:
AmeriResource Technologies Incorporated, a Delaware corporation (the
"Company"), has informed me of its intention to file on or about June 26, 1998 a
registration statement on Form S-8 under the Securities Act of 1933, as amended
("Registration Statement"), concerning eighty million shares (the "Shares") of
the its common stock, par value $0.0001 ("Common Stock"), with the Securities
and Exchange Commission ("SEC"). In connection with the filing of the
Registration Statement, you have requested my opinion regarding the availability
of registering Common Stock on Form S-8.
This opinion letter (this "Opinion") is governed by, and shall be
interpreted in accordance with the Legal Opinion Accord (the "Accord") of the
ABA Section of Business Law (1991). As a consequence, it is subject to a number
of qualifications, limitations, all as more particularly described in the
Accord, and this Opinion should be read in conjunction therewith.
You have represented to me that the Company is subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, that the Company is current in its such filings with the SEC and that
the Company's board of directors has authorized the filing of a Form S-8. Based
on the these representations and to the best of my knowledge, I am of the
opinion that the Form S-8 is an available form of registration. This Opinion is
conditioned upon the above requirements being met.
The opinion set forth above is predicated upon and limited to the
correctness of the assumptions set forth herein and in the Accord, and is
further subject to qualifications, exceptions, and limitations set forth below:
A. I expressly except from the opinion set forth herein any opinion or
position as to whether or to what extent a Delaware court or any other court
would apply Delaware law, or the law of any other state or jurisdiction, to any
particular aspect of the facts, circumstances and transactions that are the
subject of the opinion herein contained.
B. In rendering this opinion, I have assumed that the Company is
satisfying the various substantive requirements of Form S-8, and I expressly
disclaim any opinion regarding the Company's compliance with such requirements.
C. I expressly except from the opinion set forth herein any opinion
concerning the need for or compliance by any party, and in particular by the
Company, with the provisions of the securities laws, regulations, and/or rules
of the United States of America, the State of Delaware or any other
jurisdiction.
D. In expressing the opinion set forth herein, I have assumed the
authenticity and completeness of all corporate documents, records and
instruments provided to me by the Company and its representatives. I have
assumed the accuracy of all statements of fact contained therein. I have further
assumed the genuineness of signatures (both manual and conformed), the
authenticity of documents submitted as originals, the conformity to originals of
all copies or faxed copies and the correctness of all such documents. This
opinion is conditioned on all of these assumptions being correct.
<PAGE>
E. I expressly except from the opinion set forth herein any opinion
concerning the propriety of any issuance of any shares, and any opinion
concerning the tradability of any shares whether or not issued under the
Registration Statement.
F. The opinion contained herein are rendered as of the date hereof, and I
undertake no obligation to advise you of any changes in or any new developments
which might affect any matters or opinions set forth herein, and I hereby
disclaim any such obligation.
This Opinion may be relied upon by you only in connection with filing of
the Registration Statement and I hereby consent to the use of it as an exhibit
to the Registration Statement. This Opinion may not be used or relied upon by
you or any other person for any purpose whatsoever, except to the extent
authorized in the Accord, without in each instance my prior written consent.
Sincerely,
/s/Kevin S. Woltjen
Kevin S. Woltjen
Exhibit C
CROUCH, BIERWOLF & CHISHOLM
Certified Public Accountants
50 West Broadway, Suite 1130
Salt Lake City, Utah 84101
June 24, 1998
Board of Directors
AmeriResource Technologies, Inc.
8809 Long Avenue
Lenexa, Kansas
RE: Use of Financial Statements in Form S-8 Registration Statement
Dear Board of Directors:
As independent public accountants for AmeriResource Technologies, Inc., a
Delaware corporation (the "Company"), we hereby consent to the use of our report
included in the annual report of the Company on Form 10-KSB for the year ended
December 31, 1997 in the Company's Form S-8 registration statement.
Sincerely,
/s/ Crouch, Beirwolf & Chisholm
Crouch, Bierwolf & Chisholm
Date: June 24, 1998
