<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALANCO TECHNOLOGIES, INC.
(formerly Alanco Environmental Resources Corporation)
(Exact name of Registrant as specified in its charter)
ARIZONA 86-0220694
(State of Incorporation) (I.R.S. Employer ID No.)
15900 N. 78th Street, Suite 101, Scottsdale, Arizona 85260
----------------------------------------------------------
(Address of Principal Offices)
Alanco Technologies, Inc.
2000 Stock Option Plan
&
Alanco Technologies, Inc.
2000 Directors and Officers Stock Option Plan
&
Arraid, Inc. Employment Agreements
for Frank B. Meijers, John C. Dahl, Michael Flannery & Keith F. Blaich
(Full Title of the Plans)
John A. Carlson
Alanco Technologies, Inc.
15900 N. 78th Street, Suite 101
Scottsdale, AZ 85260
(Name and address of Agent for Service)
(480) 607-1010
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(Telephone number, including area code of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Amount of Max. Off. Maximum Amount of
Securities Securities Price Per Aggregate Registration
Registered Registered Share Offering Price Fee
---------------- ---------- --------- ---------- ------------
Common Stock (1) 1,500,000 $1.42 (3) $2,130,000 $562.32
Common Stock (2) 835,000 $1.25 (4) $1,043,750 $275.55
(1) Issuable upon the exercise of Options granted pursuant to the 2000 Stock
Option Plan and the 2000 Directors and Officers Stock Option Plan.
(2) Issuable upon the exercise of Options granted pursuant to the Arraid, Inc.
Employment Agreements as follows: Frank B. Meijers - 300,000 options, John
C. Dahl - 300,000 options, Michael Flannery - 200,000 options, and Keith F.
Blaich - 35,000 options.
(3) Estimated price in accordance with Rule 457(h) and based upon the average
ten trading day closing price for the Company's common stock for the period
ending November 15, 2000.
(4) Estimated price in accordance with Rule 457(h) and based upon the average
five trading day closing price for the Company's common stock for the
period ending October 27, 1999.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information related to the Alanco
Technologies, Inc. 2000 Stock Option Plan, the Alanco Technologies, Inc. 2000
Directors and Officers Stock Option Plan, and a form of the Arraid, Inc.
Employment Agreements, which are being filed as part of this Registration
Statement (the "Registration Statement") and documents incorporated by
reference in response to Item 3 of Part II of this Registration Statement, which
taken together constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933 (the "Securities Act") will be
sent or given to participants by the Registrant as specified by Rule 428(b)(1)
of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
As required by this Item, the Registrant shall provide to participants a
written statement advising them of the availability without charge, upon written
or oral request, of documents incorporated by reference in Item 3 of Part II
hereof and of documents required to be delivered pursuant to Rule 428(b) under
the Securities Act. The statement shall include the address listing the title or
department and telephone number to which the request is to be directed.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents filed with the
Securities and Exchange Commission by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 2000.
(b) The Registrant's Definitive Proxy Statement filed October 19, 2000.
(c) The Registrant's Quarterly Report on Form 10Q for the period ended
September 30, 2000.
(d) All other documents filed by Registrant after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, (the Exchange Act) since the end of
the fiscal year covered by the annual report referred to in (a) above.
Item 4. Description of Securities
The Registrant's no par value common stock is listed for trading on the
NASDAQ System under the symbol "ALAN." Each share of common stock is entitled to
its pro rata share of any dividends declared by the Registrant. Each share of
common stock is entitled to one vote on all matters submitted to the
stockholders. Cumulative voting for the election of directors is permitted.
There are no other liquidation rights, preemptive rights or other rights
attached to the common stock nor is the common stock subject to any call,
assessment or liability of the Registrant.
Item 5. Interests of Named Experts and Counsel: Not applicable.
Item 6. Indemnification of Officers and Directors.
The Registrant's Articles of Incorporation and Bylaws and the laws of the
State of Arizona provide for indemnification of directors and officers of the
Registrant who are indemnified generally against expenses actually and
reasonably incurred in connection with proceedings, whether civil or criminal,
provided that it is determined that they acted in good faith, were not found
guilty, and, in any criminal matter, had reasonable cause to believe that their
conduct was not unlawful.
Item 7. Exemption from Registration Claimed: Not Applicable
Item 8. Exhibits.
EXHIBIT INDEX
Exhibit Page or
Number Description Method of Filing
4.1 Alanco Technologies, Inc. Filed herewith
2000 Stock Option Plan
4.2 Alanco Technologies, Inc. Filed herewith
2000 Directors and Officers
Stock Option Plan
4.3 Form of the Arraid, Inc. Filed herewith
Employment Agreements
5 Opinion rendered by Steve P. Oman, Filed herewith
counsel for the Registrant
(including consent)
23.1 Consent of Semple & Cooper, LLP Filed herewith
23.2 Consent of Counsel See Exhibit 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 the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information in the
Registration Statement;
(iii) 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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
that are incorporated by reference into this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement to the
securities offered therein, and the offering of such
securities offered 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.
(b) The undersigned Registrant hereby undertakes 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 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in Item 6, 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 a 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 that matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
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 Scottsdale, State of Arizona, on this 30th day of
November, 2000.
ALANCO TECHNOLOGIES, INC.
By: /s/ John A. Carlson
----------------------------------------
John A. Carlson, Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated.
NAME TITLE DATE
/s/ Robert R. Kauffman Chairman of the Board 12/12/00
-------------------------- Chief Executive Officer --------
Robert R. Kauffman
/s/ James T. Hecker Director 12/12/00
-------------------------- --------
James T. Hecker
/s/ Harold S. Carpenter Director 12/12/00
-------------------------- --------
Harold S. Carpenter
/s/ Steven P. Oman Director 12/12/00
-------------------------- --------
Steven P. Oman
/s/ Thomas C. LaVoy Director 12/12/00
-------------------------- --------
Thomas C. LaVoy
/s/ John A. Carlson Director 12/12/00
-------------------------- --------
John A. Carlson
/s/ Robert H. Friesen Director 12/12/00
-------------------------- --------
Robert H. Friesen
