As filed with the Securities and Exchange Commission on January 25, 1999
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
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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)
8809 Long Avenue, Lenexa, KS 66215
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(Address of Principal Executive Offices)
1999 Stock Option Plan of AmeriResource Technologies, Inc.
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(Full Title of the Plan)
Delmar Janovec, 8809 Long Avenue, Lenexa, KS 66215
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(Name, Address, Including Zip Code, of Agent for Service)
Telephone number, including area code, of agent for service: 913-859-9292
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CALCULATION OF REGISTRATION FEE
- ----------------- -------------- ----------- --------------- -------------
Title of Amount of Proposed Proposed Amount
Securities to be Shares to be Maximum Maximum of
Registered Registered Offering Aggregate Registration
Price Per Offering Price Fee
Share (1)
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Common Stock, par 115,000,000 $0.005 $575,000 $165.00
value $0.0001
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(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
January 20, 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: 11
Index to Exhibits is located on page: 5
1
<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
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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-QSB for the fiscal year ended
December 31, 1998.
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, 1998.
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.
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.
2
<PAGE>
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
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]
3
<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 January 22, 1999.
AMERIRESOURCE TECHNOLOGIES, INC.
By: /s/ Delmar Janovec
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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
/s/ Delmar Janovec President and Director January 22, 1999
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Delmar Janovec
/s/ Rod Clawson Director January 22, 1999
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Rod Clawson
4
<PAGE>
INDEX TO EXHIBITS
Exhibit SEC Ref.
No. No. Description of Exhibit
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A 4 1999 Stock Option Plan of the Company
B 5, 23 Opinion and Consent of Counsel with Respect to the
Availability of Form S-8
C 23 Consent of Accountant
5
Exhibit A
THE 1999 STOCK OPTION PLAN OF AMERIRESOURCE TECHNOLOGIES, INC.
AmeriResource Technologies, Inc., a Delaware corporation (the "Company"),
hereby adopts the 1999 Stock Option Plan of AmeriResource Technologies, Inc.
(this "Plan"), this 22nd day of January 1999. Under this Plan, the Company
may grant options to acquire (the "Options") One Hundred Fifteen Million
(115,000,000) 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 hall 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 One Hundred Fifteen
Million (115,000,000) 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.
<PAGE>
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.
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.
<PAGE>
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.
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
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Delmar Janovec, President
Exhibit B
Kevin S. Woltjen, P.C.
Attorney at Law
(Admitted in Illinois Only)
900 Jackson Street, Suite 600
Dallas, Texas 75202
Telephone: 214-712-5673
Facsimile: 214-712-5674
January 22, 1999
Board of Directors
AmeriResource Technologies Incorporated
P.O. Box 14748
Shawnee Mission, KS 66285-4748
To the Board of Directors of AmeriResource Technologies Inc.
AmeriResource Technologies Inc., a Delaware corporation (the "Company"), has
informed Kevin S. Woltjen, P.C. (the "Firm"), of its intention to file on or
about January 25, 1999 a registration statement on Form S-8 under the
Securities Act of 1933, as amended ("Registration Statement"), concerning One
Hundred Fifteen Million (115,000,000) shares (the "Shares") of 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 the Firm's opinion regarding the issuance of
Common Stock. You have represented to the Firm 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
the Registration Statement on Form S-8. Based on the these representations
and to the best of the Firm's knowledge, the Firm is of the opinion that Form
S-8 is a form of registration available to the Company as of the date above.
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. The Firm expressly excepts 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 except the federal law of the United States of America, to any
particular aspect of the facts, circumstances and transactions that are the
subject of the opinion herein contained.
B. In rendering this opinion, the Firm assumed that the Company is
satisfying the various substantive requirements of Form S-8, and the Firm
expressly disclaims any opinion regarding the Company's compliance with
such requirements.
C. The Firm expressly excepts 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.
<PAGE>
D. In expressing the opinion set forth herein, the Firm assumed the
authenticity and completeness of all corporate documents, records and
instruments provided to the Firm by the Company and its representatives.
The Firm assumed the accuracy of all statements of fact contained therein.
The Firm 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.
E. The Firm expressly excepts 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
the Firm undertakes no obligation to advise you of any changes in or any
new developments which might affect any matters or opinions set forth
herein, and the Firm hereby disclaims any such obligation.
This Opinion may be relied upon by you only in connection with filing of the
Registration Statement and the Firm hereby consents 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 the Firm's prior
written consent.
Sincerely,
/s/ Kevin S. Woltjen, P.C.
Kevin S. Woltjen, P.C.
Exhibit B
Kevin S. Woltjen, P.C.
Attorney at Law
(Admitted in Illinois Only)
900 Jackson Street, Suite 600
Dallas, Texas 75202
Telephone: 214-712-5673
Facsimile: 214-712-5674
January 22, 1999
Board of Directors
AmeriResource Technologies Incorporated
P.O. Box 14748
Shawnee Mission, KS 66285-4748
To the Board of Directors of AmeriResource Technologies Inc.
AmeriResource Technologies Inc., a Delaware corporation (the "Company"), has
informed Kevin S. Woltjen, P.C. (the "Firm"), of its intention to file on or
about January 25, 1999 a registration statement on Form S-8 under the
Securities Act of 1933, as amended ("Registration Statement"), concerning One
Hundred Fifteen Million (115,000,000) shares (the "Shares") of 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 the Firm's opinion regarding the issuance of
Common Stock. You have represented to the Firm 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
the Registration Statement on Form S-8. Based on the these representations
and to the best of the Firm's knowledge, the Firm is of the opinion that Form
S-8 is a form of registration available to the Company as of the date above.
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. The Firm expressly excepts 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 except the federal law of the United States of America, to any
particular aspect of the facts, circumstances and transactions that are the
subject of the opinion herein contained.
B. In rendering this opinion, the Firm assumed that the Company is
satisfying the various substantive requirements of Form S-8, and the Firm
expressly disclaims any opinion regarding the Company's compliance with
such requirements.
C. The Firm expressly excepts 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.
<PAGE>
D. In expressing the opinion set forth herein, the Firm assumed the
authenticity and completeness of all corporate documents, records and
instruments provided to the Firm by the Company and its representatives.
The Firm assumed the accuracy of all statements of fact contained therein.
The Firm 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.
E. The Firm expressly excepts 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
the Firm undertakes no obligation to advise you of any changes in or any
new developments which might affect any matters or opinions set forth
herein, and the Firm hereby disclaims any such obligation.
This Opinion may be relied upon by you only in connection with filing of the
Registration Statement and the Firm hereby consents 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 the Firm's prior
written consent.
Sincerely,
/s/ Kevin S. Woltjen, P.C.
Kevin S. Woltjen, P.C.
Exhibit C
CROUCH, BIERWOLF & CHISHOLM
Certified Public Accountants
50 West Broadway, Suite 1130
Salt Lake City, Utah 84101
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We hereby consent to the use of our audit report of AmeriResource
Technologies, Inc. and subsidiaries dated March 24, 1998 for the years ended
December 31, 1997 and 1996 in the Form S-8.
/s/ Crouch, Beirwolf & Chisholm
January 27, 1999
Crouch, Bierwolf & Chisholm
