As filed with the Securities and Exchange Commission on August 29, 2000
File No. 333-71343 Commission file number: 0-20033
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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)
4465 South Jones Blvd., Suite 1, Las Vegas, Nevada 89103
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(Address of Principal Executive Offices)
2000 Stock Option Plan of AmeriResource Technologies, Inc.
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(Full Title of the Plan)
Delmar Janovec,4465 South Jones Blvd., Suite 1, Las Vegas, Nevada 89103
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(Name, Address, Including Zip Code, of Agent for Service)
Telephone number, including area code, of agent for service: 702-579-3347
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Amount of Proposed Proposed Amount
Securities to be Shares to be Maximum Maximum of
Registered Registered Offering Aggregate Registra
Price Per Offering Price tion Fee
Share(1)
<S> <C> <C> <C> <C>
Common Stock, par 100,000,000 $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 closing price of the registrant's common stock as of August 16,2000, 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: 14
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Index to Exhibits is located on page: 5
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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. Our Annual Report on Form 10-QSB for the fiscal year ended December 31,
1999.
2. All reports filed by us 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, 1999.
3. The description and specimen certificate of our common stock, par value
$0.0001 ("Common Stock"), contained in our 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 us 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 us.
Item 6. Indemnification of Directors and Officers.
Our articles of incorporation and bylaws limit the liability of our
directors to the fullest extent permitted by the Delaware General Corporation
Law. In addition, our articles of incorporation provide that we will indemnify
our directors and officers to the fullest extent permitted by such law. We
believe
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that these provisions are necessary to attract and retain qualified directors
and officers.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and control persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the United States Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by us of
expenses incurred or paid by a director, officer or control person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or control person, we will, unless in the opinion of counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by us is
against public policy as expressed in the Securities Act of 1933, as amended,
and we will be governed by the final adjudication of such issue.
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 6.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, 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. 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]
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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 Las Vegas, State of Nevada, on August 23, 2000.
AMERIRESOURCE TECHNOLOGIES, INC.
By: /s/ Delmar Janovec
Delmar Janovec, President
POWER OF ATTORNEY
The undersigned directors and officers of AMERIRESOURCE TECHNOLOGIES, INC.
hereby constitute and appoint Delmar Janovec, with full power to act without the
other and with full power of substitution and resubstitution, our true and
lawful attorney-in-fact with full power to execute in our name and behalf in the
capacities indicated below any and all amendments (including post-effective
amendments and amendments thereto) to this registration statement under the
Securities Act of 1933 and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission
and hereby ratify and confirm each and every act and thing that such
attorney-in- fact, or his substitute, shall lawfully do or cause to be done by
virtue thereof.
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.
Signature Title Date
/s/ Delmar Janovec Chairman of the Board August 23, 2000
------------------ of Directors and Chief
Delmar Janovec Executive Officer
/s/ Rod Clawson Director August 23, 2000
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Rod Clawson
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INDEX TO EXHIBITS
Exhibit SEC Ref. Description of Exhibit
No. No.
A 4 2000 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
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SECTION 10(A) PROSPECTUS OF
AMERIRESOURCE TECHNOLOGIES, INC.
August 23, 2000: This document constitutes part of a prospectus
covering securities of AmeriResource Technologies, Inc., a Delaware corporation
(the "Company"), that has been registered under the Securities Act of 1933, as
amended (the "Securities Act"). This document, a Section 10(a) Prospectus,
contains and constitutes four sections. The first section found below includes
"General Plan Information." "Registrant Information and Employee Plan Annual
Information" is the next portion and is also located in this prospectus. Our
latest Form 10-KSB, for the fiscal year ended December 31, 1999, which is
incorporated herein by this reference, is the third section with which offerees
are being provided. Finally, offerees are being provided with a Stock Option
Agreement and a Notice of Exercise, which is to be completed and submitted
within the time allowed, with tender of the appropriate consideration for those
who wish to exercise options.
Item 1. General Plan Information
The Company's board of directors ("Board") has adopted for employees
the 2000 Stock Option Plan of AmeriResource Technologies, Inc. ("Plan").
Pursuant to the Plan, the Board can authorize the granting of options to
purchase ("Options") up to an aggregate of One Hundred Million (100,000,000)
shares ("Option Shares") of our common stock, par value $0.0001 per share
("Common Stock"). Options can be exercised over a one year period, although the
Board may shorten this period. The Board may appoint a committee (hereinafter
referred to as the "Compensation Committee") to administer the Plan (hereinafter
the Board or its duly authorized Compensation Committee shall be referred to as
"Plan Administrators"). As no Compensation Committee has been authorized by the
Board, the current Board members are the Plan Administrators. This group
includes Delmar Janovec and Rod Clawson. The address of the Board is c/o the
Company,4465 South Jones Blvd., Suite 1, Las Vegas, Nevada 89103, telephone
number 702-579-3347.
The Board adopted the Plan on August 23, 2000. The Plan is intended to
aid the Company in developing and maintaining a quality management team, in
attracting qualified employees, consultants, and advisors who can contribute to
our future success, and in providing such individuals with an incentive to use
their best efforts to promote our growth and profitability.
The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") or qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended ("Code"). Administration
of the Plan is the exclusive province of the Plan Administrators. Board members
are elected at each annual meeting of shareholders. The term each Board member
serves is therefore one year. If an annual meeting is not held, the member shall
serve until the next submission of matters to a vote of Company's shareholders.
As ultimate administrators of the Plan, the Board should be contacted
with requests for additional Plan information. In the event a vacancy in the
Board arises, the vote of a majority of remaining directors may select a
successor, or, if the vacancy is not filled by the remaining Board, the vote of
shareholders may also elect a successor to fill such vacancy. Board members may
be removed from office by the vote of shareholders representing not less than a
majority of shares entitled to vote on such matters. Plan Administrators who are
not Board members can be removed or appointed at any time for any reason by the
majority vote of Board members.
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In the event a Compensation Committee is appointed and duly authorized
by the Board and a vacancy in the Compensation Committee arises, the vote of a
majority of the Board select a successor, or, if the vacancy is not filled by
the remaining Board, the vote of shareholders may also elect a successor to fill
such vacancy. Compensation Committee members serve for one year or until their
successors are appointed by the Board. Plan Administrators can be removed or
appointed at any time for any reason by the majority vote of the Board.
The Plan Administrators shall interpret the Plan (which interpretation
is binding on the participants absent demonstrable error), determine which
employees or others shall receive Options, decide the number of shares subject
to such Options and establish other terms of the Options not already established
in the Plan. Information concerning changes in the Plan Administrators will be
provided in the future either in the Company's proxy statements, annual or other
reports, or in amendments to this document.
Securities to be Offered
The Plan provides for the issuance of One Hundred Million (100,000,000)
shares of Common Stock, subject to the limitations on issuance contained in our
then existing Articles of Incorporation, but allows the Board to increase the
number of shares subject to the terms of the Plan. The Common Stock has been
registered under Section 12 of the Securities Exchange Act of 1934.
Employees Who May Participate in the Plan
The Plan Administrators shall determine which of the Company's
employees are eligible to receive Options under the Plan. The term "Employee"
includes any employee, director, officer, or consultant or advisor of the
Company or any of its subsidiaries, provided that bona fide services shall be
rendered by consultants and advisors and such services must not be in connection
with the offer or sale of securities in a capital-raising transaction and do not
directly or indirectly promote or maintain a market in our securities.
Purchase of Securities Pursuant to the Plan and Payment for Securities Offered
Options granted under the Plan shall be exercisable for a term of not
more than one (1) year from the date of grant. If an Option granted under the
Plan should expire or terminate for any reason without having been exercised in
full, the shares not purchased subject to that Option will again be available
for grant under the Plan.
The exercise price payable to us for Option Shares, if applicable,
shall be determined by the Plan Administrators at the time Options are granted.
The exercise of any Option shall be contingent on receipt by us of the exercise
price paid in either cash, certified or personal check payable to us.
The Option Shares 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. Options and all other interests under the plan shall be
non-transferable, except by means of a will or the laws of descent and
distribution.
The Plan is not subject to ERISA and the securities are being issued by
us and not purchased on the open market or otherwise.
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Amendments and Termination
The Plan may be abandoned or terminated at any time by the Plan
Administrators except with respect to any Options then outstanding under the
Plan. The Plan shall otherwise terminate on the earlier of the date that is five
years from the date first appearing in the Plan or the date on which an Option
for the One Hundred Millionth (100,000,000) share is deregistered on a
post-effective amendment on Form S-8 filed with the Securities and Exchange
Commission ("SEC"). No Options may be granted under the terms of the Plan after
it has been terminated. The Plan Administrators may alter or amend the Plan only
once during any six-month period, except as to comply with changes to the Code.
No termination, suspension, alteration or amendment may adversely affect the
rights of a holder of a previously issued Option without the consent of that
holder.
Resale of Common Stock
The Option Shares have been initially registered pursuant to a Form S-8
registration statement filed by us. Subsequent resales of shares obtained
pursuant to the Plan may be eligible for immediate resale if a resale exemption
from registration is available. We make no statement as to subsequent salability
of specific shares obtained pursuant to the Plan and urge any persons seeking to
sell shares so obtained to seek independent legal counsel.
As may be applicable for subsequent resale of shares obtained from the
Plan, the Plan Administrators believe that we have filed all reports and other
materials required to be filed during the preceding twelve months under the
Securities Exchange Act of 1934 as of August 16, 2000.
Tax Effects of Plan Participation & Nonstatutory Options
The following discussion of the federal income tax consequences of
participation in the Plan is only a summary, does not purport to be complete,
and does not cover, among other things, state and local tax consequences.
Additionally, differences in participants' financial situations may cause
federal, state, and local tax consequences of participation in the Plan to vary.
Therefore, each participant in the Plan is urged to consult his or her own
accountant, legal or other advisor regarding the tax consequences of
participation in the Plan. This discussion is based on the provisions of the
Code in effect as of August 16, 2000.
The difference between the fair market value of the Common Stock
received by those who exercise Options and the exercise price may be deemed to
be ordinary income under the Code. In the event the Plan Administrators decided
against assigning an exercise price, $0.00 shall be deemed to be the exercise
price. As with other forms of compensation, withholding tax and other trust fund
payments may be due with respect to the exercise of the options and is the sole
obligation of those exercising Options hereunder.
Item 2. Registrant Information and Employee Plan Annual Information
Upon request, we will provide all Plan participants a free copy of our
periodic reports filed with the SEC, including our latest annual report on Form
10-KSB and our quarterly reports on Form 10-QSB. Furthermore, we will provide
any employee with a copy of the latest available Form 10-KSB (for fiscal year
ended December 31, 1999) with this document. We will also provide any employee
upon written or oral request a free copy of the documents incorporated by
reference in Item 3 of Part II of the Form S-8 registration statement. These
documents are also incorporated by reference into the Section10(a) prospectus,
of which this document is a part. Requests for such information should be
directed to us at 4465 South Jones Blvd., Suite 1, Las Vegas, Nevada 89103.
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