SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COMMISSION FILE NO. 333-52945
KING RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3784149
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2301 14th Street, Suite 900, Gulfport, Mississippi 39501
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(Address of Principal Executive Offices) (Zip Code)
NO PLAN
(Stock for Services)
(Full title of the plan)
Corporate Services, Ltd.
P.O. Box 899
15 East N Street
Dover, Delaware 19903-0899
(Name and address of agent for service)
(800) 346-4646
(Telephone number, including area code, of agent for service)
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Calculation of Registration Fee
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered per unit offering price fee
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Common Stock 2,000,000 Published Published $96.97(1)
$0.001 Par Value Shares Bid Price Bid Price
$0.16(2) $320,000
Notes to Table:
--------------
(1) 2,000,000 shares x $0.16 (Bid Price) = $320,000
$320,000 x 1% x 1/33 = $96.97
(2) Estimated solely for the purpose of calculating the registration fee
based on the average of the high and low prices of the Common Stock of
the Company on the NASDAQ Over-The-Counter Bulletin Board Exchange on
July 26, 2001.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following material is incorporated herein by reference:
(a) The Quarterly Report on Form 10-QSB of the Company for the period
ending April 30, 2001.
(b) The Quarterly Report on Form 10-QSB of the Company for the period
ending January 31, 2001.
(c) The Annual Report on Form 10-KSB of the Company for the period ending
October 31, 2000.
(d) The Quarterly Report on Form 10-QSB of the Company for the period
ending July 31, 2000.
(e) All reports or other documents filed pursuant to Sections 13, 14, and
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") subsequent to the date of the Registration Statement,
in each case filed by the Company prior to the termination of the
offering of the securities offered hereby, shall be deemed to be a
part hereof from the date of the filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or
superseded for the purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently
filed document, which also is or is deemed to be incorporated herein
by reference, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
No answer to this item is required because the class of securities to
be offered is registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Bylaws limit the liability of its directors to the
maximum extent permitted by Delaware law. Thus, the directors of the Company are
not personally liable for monetary damages for any action taken, or any failure
to take any action, unless the director has breached or failed to perform the
duties of his office and the breach or failure to perform constitutes
self-dealing, willful misconduct, or recklessness. Such limitation does not
apply to any responsibility of liability pursuant to criminal statute or
liability for the payment of taxes pursuant to local, state, or federal law. In
addition, the Company's Bylaws authorize the Company to maintain liability
insurance for its directors and officers.
At present, there is no pending litigation or proceeding, and the
Company is not aware of any threatened litigation or proceeding, involving any
director, officer, employee, or agent where indemnification will be required or
permitted under the Company's Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No answer to this item is required because no restricted securities are
to be reoffered or resold pursuant to this Registration Statement.
ITEM 8. EXHIBITS.
(1) Stock for Services Recipient
(2) Opinion of T. Alan Owen, Attorney at Law (which includes consent)
Provided as an exhibit hereto is an Opinion of Counsel respecting the
legality of the issuance of the securities covered by this Registration
Statement. The Consulting Agreement under which Robert E. Peterman is to perform
geological analyses is not a qualified plan of any kind or sort. Receipt of the
Securities covered by this Registration Statement will be treated as the
equivalent of cash received for services as ordinary income. The Securities are
issued in compensation for services at the rate of $0.16 per share per $0.16 of
services performed or to be performed.
ITEM 9. UNDERTAKINGS.
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Gulfport, Mississippi, on July 27, 2001.
KING RESOURCES, INC.,
a Delaware corporation
By: /s/ Norris R. Harris
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Norris R. Harris, President
Date: July 27, 2001
By: /s/ Jack R. Durland, Jr.
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Jack R. Durland, Jr., Vice President
Date: July 27, 2001
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Norris R. Harris as such person's true
and lawful attorney-in-fact and agent, with full power of substitution, for such
person, and in such person's name, place, and stead, in any and all capacities,
to sign any and all amendments or post-effective amendments to this Registration
Statement, and to file the same with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
KING RESOURCES, INC.,
a Delaware corporation
/s/ Norris R. Harris
--------------------------------
Norris R. Harris, President
Date: July 27, 2001
/s/ Jack R. Durland, Jr.
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Jack R. Durland, Jr., Vice President
Date: July 27, 2001
STATE OF MISSISSIPPI )
)
COUNTY OF ___________ )
BEFORE ME, the undersigned authority, on this day personally appeared
Norris R. Harris, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same for the
purposes and consideration therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of July, 2001.
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Notary Public in and for the State of Mississippi
My Commission Expires:
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STATE OF MISSISSIPPI )
)
COUNTY OF ___________ )
BEFORE ME, the undersigned authority, on this day personally appeared Jack
R. Durland, Jr., known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same for the
purposes and consideration therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of July, 2001.
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Notary Public in and for the State of Mississippi
My Commission Expires:
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EXHIBIT INDEX
(PURSUANT TO ITEM 601 OF REGULATION S-K)
EXHIBIT NO. EXHIBIT
(1) Stock for Services Recipient
(2) Opinion of T. Alan Owen, Attorney at Law (which includes consent)
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EXHIBIT 1
Stock for Services Recipient
Name and Description of
Address No. of Shares Value of Services Services
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Robert E. Peterman 2,000,000 $320,000 Geological consulting
6027 Clear Bay Drive
Dallas, Texas 75248
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EXHIBIT 2
T. ALAN OWEN & ASSOCIATES, P. C.
Attorneys at Law
One Arlington Centre
1112 East Copeland Road
Suite 420
Arlington, Texas 76011
TELEPHONE TELEFAX
(817) 460-4498 (817) 795-0154
(817) 461-6079 -- Metro
July 27, 2001
The Board of Directors
2301 14th Street
Suite 900
Gulfport, Mississippi 39501
RE: Stock for services provided by Robert E. Peterman
Gentlemen:
I have acted as counsel to King Resources, Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a registration
statement on Form S-8 (the "Registration Statement") relating to the offer and
sale by the Company of 2,000,000 shares (the "Shares") of the Company's $0.001
par value Common Stock to Robert E. Peterman in exchange for geological
consulting services.
As counsel to the Company, I have supervised all corporate proceedings
in connection with the preparation and filing of the Registration Statement. I
have also examined the Company's Certificate of Incorporation and Bylaws, as
amended to date, the corporate minutes and other proceedings, and the records
relating to the authorization, sale, and issuance of the Shares, and such other
documents and matters of law as I deemed necessary or appropriate in order to
render this opinion.
Based upon the foregoing, it is my opinion that each of the Shares,
when issued in accordance with the terms and conditions of the Plan, will be
duly authorized, legally and validly issued and outstanding, fully paid, and
nonassessable.
I hereby consent to the use of this opinion in the Registration
Statement.
Sincerely,
/s/ T. Alan Owen
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T. Alan Owen
TAO/jac
King Resources-Peterman Form S-8 Opin L1 (M-3)