As filed with the Securities and Exchange Commission on May 23, 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)
ATLAS MINERALS INC. 2001 STOCK OPTION PLAN
(Full title of the plan)
GERALD E. DAVIS
President and Chief Financial Officer
Suite 205, 10920 West Alameda Avenue, Lakewood, CO 80226
(303) 292-1299
(Name, address and telephone number, including area code, of agent for service)
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Copies to:
Nathan L. Stone
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
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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
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Common Stock, $.01 par value per share, subject to outstanding
options under the plan: 500,000 (1) $ 0.12 (2) $ 60,000 $ 5.52
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Common Stock, $.01 par value per share, subject to outstanding
options under the plan: 100,000 (1) $ 0.09 (3) $ 9,000 $ 0.83
-------------------------------------------------------------------- --------------- ------------- -------------- -------------
Common Stock, $.01 par value per share, subject to outstanding
options under the plan: 125,000 (1) $ 0.21 (4) $ 26,250 $ 2.42
-------------------------------------------------------------------- --------------- ------------- -------------- -------------
Common Stock, $.01 par value per share, subject to outstanding
options under the plan: 50,000 (1) 0.22 (5) $ 11,000 $ 1.02
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Common Stock, $.01 par value per share, authorized for issuance
and not subject to outstanding options under the plan: 125,000 $ 0.16 (6) $ 20,000 $ 1.84
-------------------------------------------------------------------- --------------- ------------- -------------- -------------
TOTAL: 900,000 (7) $ 126,250 $ 11.63
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(1) Pursuant to Rule 416, this Registration Statement shall be deemed to cover any additional securities to be offered or issued
from stock splits, stock dividends or similar transactions.
(2) Computed pursuant to Rule 457(h) of the Securities Act of 1933, as amended, based on $0.12, the exercise price of the options.
(3) Computed pursuant to Rule 457(h) of the Securities Act of 1933, as amended, based on $0.09, the exercise price of the options.
(4) Computed pursuant to Rule 457(h) of the Securities Act of 1933, as amended, based on $0.21, the exercise price of the options.
(5) Computed pursuant to Rule 457(h) of the Securities Act of 1933, as amended, based on $0.22, the exercise price of the options.
(6) 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 $0.16, which was the average of the high and
low sales prices for the Common Stock of the Registrant on May 19, 2003 as reported for that date on the OTC Bulletin Board.
(7) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement covers an indeterminate amount of
additional shares of Common Stock to be offered or sold pursuant to the employee benefit plan described herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with Form S-8 and Rule 428(1) of the Securities Act of 1933,
as amended, we will provide to participants of the plan documents containing the
information specified in Part I, Items 1 and 2. We will furnish without charge
to any person, upon written or oral request of such person, a copy of each
documents incorporated by reference in item 3 of Part II of this registration
statement, which documents are incorporated by reference in the Section 10(a)
prospectus, and any other documents required to be delivered to participants
under Rule 428(b) of the Securities Act of 1933. Requests should be directed to
Atlas Minerals, Inc., 10920 West Alameda Avenue, Suite 205, Lakewood, Colorado
80226, Attention: President. Our telephone number is (303) 292-1299.
The document or documents containing the information specified in Part I
are not required to be filed with the Securities and Exchange Commission
("Commission") as part of this Form S-8 Registration Statement.
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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 subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of filing of this
Registration Statement and prior to such time as the Company files a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superceded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which is also, or is
deemed to be, incorporated herein by reference modifies or supercedes such
statement. Any such statement so modified or superceded shall not be deemed,
except as so modified or superceded, to constitute a part of this Registration
Statement.
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
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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
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 Atlas Minerals Inc. 2001 Stock Option Plan Dated September 7,
2001 (filed as Exhibit 10.9 to the Registrant's Annual Report on
Form 10-KSB dated April 15, 2002, for the fiscal year ended
December 31, 2001)
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
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(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 (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 23rd day of May
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 23rd day of May 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 Atlas Minerals Inc. 2001 Stock Option Plan Dated September 7,
2001 (filed as Exhibit 10.9 to the Registrant's Annual Report on
Form 10-KSB dated April 15, 2002, for the fiscal year ended
December 31, 2001)
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)
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