As filed with the Securities and Exchange Commission on May 15, 2003
File No.____________
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UNITED STATES 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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ATLAS MINERALS INC.
(Exact name of registrant as specified in its charter)
Colorado 84-1533604
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Suite 205, 10920 West Alameda Avenue, Lakewood, CO 80226
(Address of principal executive offices, including zip code)
ADVISORY AND CONSULTING AGREEMENT
(Full title of the plan)
GERALD E. DAVIS
President and Chief Financial Officer
Suite 205, 10920 West Alameda Avenue, Lakewood, CO 80226
(303) 306-0823
(Name, address and telephone number, including area code, of agent for service)
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Copies to:
Nathan L. Stone, Esq.
Jackson Kelly, PLLC
1099 18th Street, Suite 2150
Denver, CO 80202
(303) 390-0003
(303) 390-0177 (Fax)
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CALCULATION OF REGISTRATION FEE
======================================================= =============== ============= ============== =============
Proposed
Maximum Proposed
Title of Securities to Be Registered Offering Maximum Amount of
Amount to Be Price Aggregate Registration
Registered Per Share Offering Fee
Price
------------------------------------------------------- --------------- ------------- -------------- -------------
Common Stock, $.01 par value per share, authorized
for issuance under the plan: 50,000 (1) $ 0.18 (2) $ 9,000 $ 0.83
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(1) Represents 50,000 shares of Common Stock, $.01 par value per share, to be issued to a consultant, as
compensation for services rendered.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities
Act of 1933, as amended. The calculation of the registration fee is based on a per share price of $0.18 per
share, which was the average of the high and low sales prices for the Common Stock of the Registrant on April
30, 2003 as reported for that date on the OTC Bulletin Board.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
The Registrant is offering shares of its Common Stock, $.01 par value per share,
to a consultant for consulting and advisory services performed on the
Registrant's behalf. This issuance of shares is being made pursuant to a
Consulting Agreement between the Registrant and Consultant dated and effective
as of February 16, 2000 (the "Plan"). The Registrant has equated the number of
shares of Common Stock to be issued pursuant to the Plan to the value of the
advisory or consulting services provided or to be provided by the Consultant.
The shares of Common Stock issued hereunder to the Consultant, who is not an
affiliate of the Registrant as defined in Rule 405 of the Securities Act, will
not be subject to any resale restrictions. The Plan is not qualified under
ERISA.
The consulting or advisory services for which these shares are being issued are
not in connection with any offer or sale of securities in a capital-raising
transaction and do not directly or indirectly promote or maintain a market for
the securities of the Registrant.
The Plan is not qualified under Section 401(a) of the Internal Revenue Code. The
Consultant, therefore, will be deemed to recognize ordinary income during the
taxable year in which the first of the following events occurs: (a) the shares
become freely transferable; or (b) the shares cease to be subject to a
substantial risk of forfeiture. Accordingly, the Consultant will receive
compensation taxable at ordinary rates equal to the fiar market value of the
shares on the date of receipt since there will be no substantial risk of
forfeiture or other restrictions on transfer in existence on the date. The
Consultant is urged to consult his tax advisor on this matter. The amount of
income recognized by the Consultant hereunder will be an expense deductible by
the Registrant for federal income tax purposes in the taxable year of the
Registrant in which the Consultant recognizes income.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Consultant shall be provided a written statement advising him of the
availability without charge, upon written or oral request, of the documents
incorporated by reference in Item 3 of Part II of the registration statement,
and stating that these duments are incorporated by reference in the Section
10(a) prospectus. The statement also shall indicate the availability without
charge, upon written or oral request, of other documents required to be
delivered to employees pursuant to Rule 428(b). The statement shall include the
address (giving title or department) and telephone number to which the request
is to be directed.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference in this Registration
Statement:
(a) The Registrant's Annual Report on Form 10-KSB filed on March 28, 2003,
for the fiscal year ended December 31, 2002;
(b) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 10, including any amendments or reports
filed for the purpose of updating such description;
(c) The Registrant's Quarterly Report on Form 10-QSB filed on May 13,
2003, for the quarterly period ended March 31, 2003; and
(d) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the
Annual Report on Form 10-KSB referenced above.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof, and prior to the filing of
a post-effective amendment which indicates that the securities offered hereby
have been sold or which deregisters the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Atlas Minerals Inc. (formerly Atlas Corporation) is principally engaged in
the exploration, development and exploitation of mineral properties and is
actively in the process of identifying new acquisition opportunities in the
natural resource sector. Throughout this document, use of the term "Registrant,"
"Company," "Reorganized Company," or "Atlas" refers to Atlas Minerals Inc. and
its subsidiaries from and after December 11, 1999. Use of the term "Predecessor
Entity" refers to Atlas Corporation and its subsidiaries prior to December 11,
1999.
The Registrant was incorporated under the laws of the State of Colorado on
February 3, 2000.
The Registrant's Articles of Incorporation provide for indemnification of
directors to the full extent permitted by Colorado Law and, to the extent
permitted by such law, eliminate or limit the personal liability of directors to
the Registrant and its shareholders for monetary damages for certain breaches of
fiduciary duty and the duty of care. Such indemnification may be available for
liabilities arising in connection with this offering. Insofar as indemnification
for liabilities under the Securities Act of 1933 (the "Securities Act") may be
permitted to directors, officers or persons controlling the Registrant pursuant
to the foregoing provisions, the Registrant has been informed that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable. Pursuant to its Articles of Incorporation, the Registrant may
indemnify its officers, employees, agents and other persons to the fullest
extent permitted by Colorado Law. The Registrant has entered into
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indemnification agreements with its directors and executive officers pursuant to
which the Registrant has agreed to indemnify such persons in certain
circumstances.
The Registrant's Bylaws also provide that the Registrant shall have the
power to purchase and maintain insurance on behalf of any person who is or was a
director, officer, partner, trustee, employee, fiduciary or agent of the
Registrant, or who, while a director, officer, partner, trustee, employee,
fiduciary or agent, is or was serving as a director, officer, partner, trustee,
employee, fiduciary or agent of one of the Registrant's subsidiaries or, at the
request of the Registrant, of any other organization, against any liability
asserted against such person or incurred by such person in any such capacity,
whether the Registrant would have the power to indemnify such person against
such liability under Colorado Law. The Registrant intends to purchase and
maintain insurance on behalf of all of its directors and executive officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
Exhibit
Number Description
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4.1 Consulting Agreement between the Registrant and Roger P. Walsh
5.1 Jackson Kelly PLLC regarding legality of the Common Stock being
registered
23.1 Consent of Horwath Gelfond Hochstadt Pangburn, P.C., Independent
Certified Public Accountants
23.2 Consent of Jackson Kelly PLLC (included in opinion filed as Exhibit 5.1)
23.3 Acknowledgement of Horwath Gelfond Hochstadt Pangburn, P.C.,
Independent Certified Public Accountants
24.1 Power of Attorney (see signature page)
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(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 set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(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;
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provided, however, that paragraphs (1)(i) and (1)(ii) above 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 Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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
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 Commission such indemnification is
against public policy as expressed in the Securities 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 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 Securities Act and will be governed by the final
adjudication of such issue.
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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 Lakewood, State of Colorado, on the 29th day of April
2003.
ATLAS MINERALS INC.
By: /s/ Gerald E. Davis
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Gerald E. Davis
President and Chief Financial Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Gerald E. Davis and H.R. Shipes, or either of them, as attorneys-in-fact with
full power of substitution, to execute in the name and on the behalf of each
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 29th day of April 2003.
Signature Title
/s/ H.R. Shipes Chairman, Chief Executive Officer and Secretary
----------------------------- (Principal Executive Officer)
H.R. Shipes
/s/ Gerald E. Davis President and Chief Financial Officer (Principal
----------------------------- Financial and Accounting Officer)
Gerald E. Davis
/s/ Douglas Cook Director
-----------------------------
Douglas Cook
/s/ Robert Miller Director
-----------------------------
Robert Miller
/s/ David A. Groshoff Director
-----------------------------
David A. Groshoff
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Exhibit
Number Description
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4.1 Consulting Agreement between the Registrant and Roger P. Walsh
5.1 Opinion of Jackson Kelly PLLC regarding legality of the Common Stock
being registered
23.1 Consent of Horwath Gelfond Hochstadt Pangburn, P.C., Independent
Certified Public Accountants
23.2 Consent of Jackson Kelly PLLC (included in opinion filed as Exhibit
5.1)
23.3 Acknowledgement of Horwath Gelfond Hochstadt Pangburn, P.C.,
Independent Certified Public Accountants
24.1 Power of Attorney (see signature page)