SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------------------------------
AMERIRESOURCE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
---------------------------------------------------------
Delaware 84-1084784
-------------- --------------
(State or Other Jurisdiction of incorporation) (Employer Identification Number)
9319 Santa Fe Drive, Overland Park, Kansas 66212
(Address of Principal Executive Offices)
1999 Stock Option Plan of AmeriResource Technologies, Inc.
(Full Title of the Plan)
Delmar Janovec, 9319 Santa Fe Drive, Overland Park, KS 66215
(Name, Address, Including Zip Code, of Agent for Service)
Telephone number, including area code, of agent for service: (913) 341-2738
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Amount of Proposed Max. Proposed Max. Amount of
Securities to be Shares to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- ------------------- ---------------- ------------------ ------------------ ---------------
<S> <C> <C> <C> <C>
Common Stock, 100,000,000 $0.170 $1,700,000.00 $470.62
par value
$0.0001
</TABLE>
(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 October
7, 1999, 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.
Total number of pages: 7
Index to Exhibits is located on page: 3
1
<PAGE>
EXPLANATORY NOTE
This Form S-8 Registration Statement is being filed by AmeriResource
Technologies, Inc., a Delaware Corporation (the "Company"). The Company is
registering additional shares under its 1999 Stock Option Plan as filed on Form
S-8 with the Securities and Exchange Commission on January 25, 1999, Commission
file number C-20033. The contents of the Company's Form S-8 Registration
Statement filed on January 25,1999, are hereby incorporated by reference. The
Company has modified the 1999 Stock Option Plan to account for the issuance of
an additional 100,000,000 shares which are being registered on this Form S-8
Registration Statement.
Prior to the filing, if any, of a post-effective amendment that indicates
that all securities covered by this Registration Statement 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 Exchange 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.
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the registrant
certifies that has reasonable grounds to believe that it meets all of the
requirements for filing on From 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, State of Utah, on October 7, 1999.
AmeriResource Technologies, Inc.
By: /s/
Delmar Janovec, Chairman, CEO
and Director
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.
/s/ October 7, 1999
Delmar Janovec, Chairman, CEO and Director Date
/s/ October 7, 1999
Rod Clawson, Director Date
2
<PAGE>
INDEX TO EXHIBITS
Exhibit SEC Ref. No. Page Description of Exhibit
- ------ ----------- ---- -------------------------------------------------
A 5, 23 4 Opinion of and Consent of Counsel with respect
to the Availability of Form S-8
B 23 7 Accountant's Consent
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
3
EXHIBIT A
Kim Taylor
Attorney at Law
October 7, 1999
Board of Directors
Ameriresource Technologies, Inc.
9319 Santa Fe Drive
Overland Park, KS 66212
RE: Form S-8 Registration Statement Opinion of Counsel
Gentlemen:
I have acted as a special counsel for Ameriresource Technologies, Inc.,
a Delaware corporation (the "Company") in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1993, as amended, ("the "Act") of a registration statement on
Form S-8 (the "Registration Statement"). The Company is registering an
additional 100,000,000 shares of the Company's Common Stock, par value $0.0001
(the "Shares"), pursuant to the Company's 1999 Stock Option Plan. In association
with the Company's filing of the Registration Statement, you have requested my
opinion regarding the validity of the issuance of the aforementioned Shares.
The Company filed the 1999 Stock Option Plan on Form S-8 with the
Commission on January 25, 1999, Commission file number C-20033. For the purposes
of rendering this opinion, I have relied upon the contents of the Company's Form
S-8 Registration Statement as filed with the Commission on January 25,1999, and
the Company's Form S-8 Registration Statement of that date is hereby
incorporated by reference. By duly executed resolution of the Board of Directors
of the Company, the Company has modified the 1999 Stock Option Plan to allow the
issuance of an additional 100,000,000 shares, as referenced herein.
1003 S. 1400 E., Salt Lake City, UT 84105 - Phone/Fax: (801) 582-7811 -
Mobile: (801) 557-6320
4
<PAGE>
In addition, for the purpose of this opinion, I have examined the
Company's articles of incorporation, other relevant corporate records, and the
Registration Statement to be filed with the Commission. I have made such
investigations of federal law as I have considered necessary and appropriate to
form a basis for this opinion. My opinion is qualified by the scope of the
document review specified herein and I make no representations as to the
sufficiency of my investigation for this opinion. I further expressly exempt
from this opinion any representations as to the completeness, adequacy, accuracy
or any other aspect of the financial statements incorporated in the Registration
Statement.
The documentation and representations provided to me for this opinion
by the Company and its duly authorized representatives indicate that the Company
is validly organized under the laws of the State of Delaware; the Company is
current in its filings with the Commission; the Company's Board of Directors has
authorized the amendment of the Company's 1999 Stock Option Plan to allow for an
additional issuance of 100,000,000 shares under the Plan; the Company's Board of
Directors has authorized the filing of a Form S-8 Registration Statement; and
that the number of shares to be included in the Registration Statement are
available for issuance based upon Corporate documentation and on the amount of
shares actually issued and outstanding. As such, I am of the opinion that the
Shares herein referenced have been duly and validly authorized and that subject
to compliance with all provisions of the Plan, the Shares will be validly issued
as fully paid and non-assessable shares of Common Stock in the Company.
This opinion is based upon and subject to the qualifications and
limitations specified below:
(A) I have made no independent verification of the facts asserted to be
true and accurate by authorized representatives of the Company.
(B) In rendering this opinion I have assumed that all signatures are
genuine, that all documents submitted to me as copies conform substantially to
the originals, that all documents have been duly executed on or as of the date
represented on the documents, that execution and delivery of the documents was
duly authorized on the part of the parties, that all documents are legal, valid
and binding on the parties and that all corporate records are complete.
(C) I have assumed that the Company is satisfying the substantive
requirements of Form S-8 and I expressly disclaim any opinion regarding the
Company's compliance with such requirements, whether they are of federal or
state origin, or any opinion as to the subsequent tradability of any Shares
issued pursuant to the Plan.
(D) I am admitted to practice law in the State of Utah. I am not
admitted to practice law in the State of Delaware or in any other jurisdiction
where the Company may own property or transact business. This opinion is with
respect to federal law only and I have not consulted legal counsel from any
other jurisdiction for the purpose of the opinion contained herein. I expressly
except from this opinion any opinion 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 this opinion.
5
<PAGE>
(E) This opinion is strictly limited to the parameters contained and
referenced herein and is valid only as of the signature date with respect to the
same. I assume no responsibility to advise you of any subsequent changes or
developments which might affect any aspect of this opinion.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
written consent.
Sincerely,
/s/
Kim Taylor
6
EXHIBIT B
CROUCH, BIERWOLF & CHISHOLM
Certified Public Accountants
50 West Broadway, Suite 1130
Salt Lake City, UT 84101
- ------------------------------------------------------------------------------
We hereby consent to the use of audit report of AmeriResource
Technologies, Inc. and subsidiaries dated May 10, 1999 for the years ended
December 31, 1998 and 1997 in the Form S-8.
/s/
October 8, 1999
Crouch, Bierwolf & Chisholm
7
