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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
Registration Statement
Under the
Securities Act of 1933
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Utah 87-0421089
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3800 Hudson Bend Road, Suite #300, Austin, Texas 78734
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(Address of Principal Executive Offices) (Zip Code)
American Crisis Publishing, Inc. Consulting Services Agreement
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(Full Title of the Plan)
Terry L. Young, CEO, American Absorbents Natural Products, Inc., 3800 Hudson
Bend Road, Suite #300, Austin, Texas 78734
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(Name and Address of Agent For Service)
512-266-2481
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(Telephone Number, Including Area Code, of Agent For Service)
If any of the Securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following Box: (X)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
Common 40,000 $2.00 $80,000 $100.00
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</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 - INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this Registration
Statement, and made a part hereof:
(a) The Company's latest annual report, for the fiscal year ended
January 31, 1996;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of such fiscal year;
(c) The description of the class of securities being registered is
incorporated in Form 8-A of the Securities Exchange Act of
1934 filed by the Company in January, 1994.
ITEM 4 - DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5 - INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6 - INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Utah law expressly authorizes a Utah corporation to indemnify its directors,
officers, employees, fiduciaries, and agents against liabilities arising out of
such persons' conduct as directors, officers, employees, fiduciaries, or agents
if they acted in good faith, in a manner they reasonably believed to be in or
not opposed to the best interests of the Company, and, in the case of criminal
proceedings, if they had no reasonable cause to believe their conduct was
unlawful. Generally, indemnification for such persons is mandatory if such
person was successful, on the merits or otherwise, in the defense of any such
proceeding, or in the defense of any claim, issue, or matter in the proceeding.
In addition, the corporation may pay for or reimburse the reasonable expenses
incurred by such a person who is a party to a proceeding in advance of final
disposition if such person furnishes to the corporation a written affirmation
of his good faith belief that he has met the requirements for indemnification
and furnishes to the corporation a written undertaking to repay such expenses
if it is ultimately determined that he did not meet the requirements. In order
to provide indemnification or advance expenses, the corporation must determine
that the person meets the requirements for indemnification. Such determination
must be made by a majority of disinterested directors or committee members
present at a meeting; by special legal counsel; or by a majority of the
shareholders holding qualified shares voted at a meeting of the shareholders.
A corporation may also purchase and maintain liability insurance on behalf of
such persons. ArticleVI of the Company's Restated Articles of Incorporation
provides that the corporation shall indemnify its directors, officers,
employees, fiduciaries, and agents to the full extent permitted by the laws of
the State of Utah. Article V of the Company's Bylaws also provides for the
indemnification of such persons. Also, the Company does not maintain any
liability insurance on behalf of any directors, officers, or other persons
affiliated with the Company.
ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8 - EXHIBITS.
See - Exhibits and Exhibit Index following the Signature Page hereof.
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 this registration statement
to:
(i) include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) reflect in the prospectus any facts or events
which, individually or together, represent a
fundamental change in the information in the
registration statement; and,
(iii) include any additional or changed material
information with respect to the plan of
distribution.
Except that, subparagraphs (i) and (ii) of this paragraph do not apply provided
that the information required in a post- effective amendment is incorporated by
reference from periodic reports filed by the Issuer under the Exchange Act.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post- effective amendment shall be treated as
a new registration statement relating to the securities offered herein, and
shall treat the offering of such securities at that time as 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.
(4) 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;
(5) insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions 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 such 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.
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SIGNATURES
The Registrant. 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 Austin, State of Texas, on July 31, 1996.
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
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(Registrant)
By /s/ Terry L. Young
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Terry L. Young, CEO
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
date indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Terry L. Young Chairman, Chief Executive July 31, 1996
- ------------------------------------------ Officer, Director
Terry L. Young
/s/ David W. Redding Chief Financial Officer, July 31, 1996
- ------------------------------------------ Principal Accounting Officer,
David W. Redding Executive Vice President,
Treasurer, Director
/s/ William C. Branch Director July 31, 1996
- ------------------------------------------
William C. Branch
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
5 Opinion re: Legality
15 Letter on audited financial information (incorporated herein by reference)
24 Consents of experts and counsel
</TABLE>
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EXHIBIT 5
[RONALD N. VANCE LETTERHEAD]
July 29, 1996
Board of Directors
American Absorbents Natural Products, Inc.
3800 Hudson Bend Road
Austin, Texas 78734
Re: Registration Statement on Form S-8
Gentlemen:
You have requested my opinion as to whether or not the 40,000 shares
of common stock (par value $.001) to be issued to American Crisis Publishing,
Inc. by American Absorbents Natural Products, Inc., a Utah Corporation (the
"Company"), when issued, will be legally issued and fully paid and
non-assessable securities of the Company. In connection with this engagement I
have examined the form of the registration statement to be filed by the Company
in connection with such shares on Form S-8; the Articles of Incorporation of
the Company, as amended; the Bylaws of the Company currently in effect; and the
minutes of the Company relating to the issuance of the shares. In addition, I
have examined such other documents and records, instruments, and certificates
of public officials, officers and representatives of the Company, and have made
such other investigations as I have deemed necessary or appropriate under the
circumstances. In connection with rendering this opinion, I have reviewed such
statutes and regulations as I have deemed relevant and necessary. In my
examination, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity with the original documents of all documents
submitted to me as certified or photostat copies, and the authenticity of the
original of such copies. I have further assumed that the recipient of the
shares of common stock under the agreement will have paid the consideration
required under the terms of such agreement prior to the issuance of such
shares.
Based upon the foregoing and in reliance thereon, it is my opinion
that, subject to the limitations set forth herein, the agreement for the
issuance of 40,000 shares and the shares of common stock to be issued, will,
upon receipt of full payment, issuance and delivery in accordance with the
terms of the agreement covered by such registration statement, be duly and
validly authorized, legally issued, fully paid and non-accessible. This
opinion is expressly limited in scope to the shares enumerated herein which are
to be expressly covered by the registration statement and does not cover
subsequent issuances of shares to be made in the future pursuant to such
agreement, if any, pertaining to services to be performed in the future.
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Board of Directors
American Absorbents Natural Products, Inc.
July 29, 1996
Page 2
Such transactions are required to be included in either a new registration
statement or a post-effective amendment to the registration statement including
updated opinions concerning the validity of issuance of such shares.
This opinion is limited to the laws of the State of Utah, and in
particular the general corporation law of the State of Utah. I express no
opinion with respect to the laws of any other jurisdiction. In addition, it is
expressly understood that I have not represented the Company in any other
capacity in relation to the above-referenced registration statement on Form
S-8. I hereby consent to you filing this opinion with the Securities and
Exchange Commission as an exhibit to the above-referenced registration
statement. This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without my prior written consent. This
opinion is based upon my knowledge of the law and facts as of the date hereof.
I assume no duty to communicate with you with respect to any matter which comes
to my attention hereafter.
Sincerely,
/s/ Ronald N. Vance
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Ronald N. Vance
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EXHIBIT 24
[ORTON & COMPANY LETTERHEAD]
ACCOUNTANTS' CONSENT
We hereby consent to the use of our audit report of American Absorbents Natural
Products, Inc. dated February 24, 1996 for the years ended January 31, 1996 and
1995 in the Form S-8 Registration Statement for the American Crisis Publishing,
Inc. Consulting Services Agreement with American Absorbents Natural Products,
Inc.
/s/ Orton & Company
July 31, 1996
Salt Lake City, Utah
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CONSENT OF ATTORNEYS
The consent of attorney, Ronald N. Vance, is incorporated within his Opinion
dated July 29,1996, issued to the Registrant as an exhibit to the Registration
Statement on Form S-8.
